Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with in respect to of the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount or cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) through the date of Default and that it is a "notice of acceleration" (declaration on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with occurs in respect to of the Company or a Guarantor occurs and is continuing, then all unpaid principal ofthe Issue Price plus accrued Original Issue Discount or accrued cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, premiumthe Restated Principal Amount, if any, and plus accrued and unpaid interest interest) (including contingent interest) on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price plus accrued Original Issue Discount or accrued cash interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Senior Subordinated Securities may, by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company or a Guarantor occurs occurs, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree and if (i) the Company has paid (or deposited with the Trustee) all overdue interest on all the Securities and the principal amount (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of a court the Securities that has become due otherwise than by such acceleration or declaration, as well as paid interest upon overdue interest to the extent that payment of competent jurisdictionsuch interest is lawful and paid to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a Guarantorwhole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and Notes may declare all the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Upon any such declaration, the Company Senior Subordinated Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the respective foregoing, if an Event of Default and specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that it is are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a "notice of acceleration" (the "Acceleration Notice")whole, and the same (i) would constitute a Significant Subsidiary, all outstanding Senior Subordinated Notes shall become immediately be due and payable without further action or (ii) if there are any amounts outstanding under notice. Holders of the Credit Agreement Senior Subordinated Notes may not enforce this Senior Subordinated Note Indenture or any "Revolving Credit Commitment" or "Term Loan Commitment" (the Senior Subordinated Notes except as each such term is defined provided in the Credit Agreement) is in effect, 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 continuingthis Senior Subordinated Note Indenture. If an Event of Default occurs prior to August 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 Senior Subordinated Notes prior to August 1, 2003, then the premium specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding this Senior Subordinated Securities Indenture shall IPSO FACTO also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any HolderSenior Subordinated Notes. At any time after a declaration of acceleration with respect The Company is required to deliver to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of Note Trustee annually a majority in principal amount of statement regarding compliance with this Senior Subordinated Securities may rescind Note Indenture, and cancel such declaration and its consequences (i) if the rescission would not conflict with Company is required upon becoming aware of any judgment Default or decree Event of a court of competent jurisdictionDefault, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to deliver to the extent the payment of Senior Subordinated Note Trustee a statement specifying such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure Default or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(h) or (gi) with respect to either of the Company or a GuarantorIssuers) shall occur occurs and be is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the outstanding Senior Subordinated Securities may, by notice to the Issuers and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(h) or (gi) with respect to either of the Company or a Guarantor occurs Issuers occurs, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Securities because an Event of Default described in Section 6.01(g) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(g) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto and if (a) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (j) or (gk) with respect to the Company or a Guarantorof Section 6.01) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities may, Notes by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. In the Company and the Trustee specifying the respective Event case of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (j) or (gk) of Section 6.01, with respect to EchoStar, the Company Company, any Guarantor or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all any Significant Subsidiary of the Company, all outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or any Holder. At any time after Event of Default (except a declaration Default or Event of acceleration with respect Default relating to the Senior Subordinated Securities as described payment of principal or interest) if it determines that withholding notice is in the preceding paragraph, the such Holders' interest. The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or its Subsidiaries 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, an equivalent premium shall affect any subsequent Default also become and be immediately due and payable to the extent permitted by law. All powers of the Trustee under this Indenture will be subject to applicable provisions of the Communications Act, including without limitation, the requirements of prior approval for de facto or impair any right consequent theretode jure transfer of control or assignment of Title III licenses.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g8)) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Issue Price plus accrued Original Issue Discount and any accrued cash interest (or if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) through the date of declaration (in the case of an Event of Default and that it is a "notice specified in Section 6.01(1) through (6)) or through the date of acceleration" the Default (in the "Acceleration Notice"), and case of an Event of Default specified in Section 6.01(7) or (8)) on all the same (i) shall become Securities to be immediately due and payable or payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount and any accrued cash interest (iior, if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) with respect to the Company or a Guarantor 8) occurs and is continuing, then all unpaid principal of, premiumthe Issue Price plus accrued Original Issue Discount and any accrued cash interest (or, if anythe Securities have been converted to semiannual coupon debentures following a Tax Event, and the Restated Principal Amount, plus accrued and unpaid interest interest) on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or the Issue Price plus accrued Original Issue Discount and any accrued cash interest (or, if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a "notice of acceleration" (the "Acceleration Notice")declaration, and any accrued and unpaid interest (including contingent interest) through the same (i) shall become date of such declaration, on all the Securities to be immediately due and payable or payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (ii) including contingent interest), if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with occurs in respect to of the Company or a Guarantor occurs and is continuing, then all the Issue Price plus accrued Original Issue Discount plus accrued and unpaid principal of, premiuminterest (including contingent interest), if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (k) or (gl) with respect to the Company or a Guarantorof Section 6.01) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities may, Notes by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice immediately (plus, in writing to the Company and the Trustee specifying the respective case of an Event of Default and that it is a "notice the result of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement an action by EchoStar or any "Revolving Credit Commitment" of its Subsidiaries intended to avoid restrictions on or "Term Loan Commitment" (premiums related to redemptions of the Notes contained in this Indenture or the Notes, an amount of premium that would have been applicable pursuant to the Notes or as each such term is defined set forth in this Indenture). Notwithstanding the foregoing, in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur case 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. If an Event of Default specified in Section 6.01(fclause (k) or (gl) of Section 6.01, with respect to the Company EchoStar or a Guarantor occurs and is continuingany of its Subsidiaries, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holderthe Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect Subject to the Senior Subordinated Securities as described in the preceding paragraphcertain limitations, the Holders of a majority in principal amount of Senior Subordinated Securities the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or its Affiliates 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, an equivalent premium shall affect also become and be immediately due and payable to the extent permitted by law. The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any subsequent Default or impair any right consequent theretoEvent of Default to deliver to the Trustee a statement specifying such Default or Event of Default. All powers of the Trustee hereunder will be subject to applicable provisions of the Communications Act, including without limitation, the requirements of prior approval for transfer of control or assignment of Title III licenses.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Guarantor) Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall occur become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) Notes shall become immediately due and payable or (ii) immediately. Notwithstanding the foregoing, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof occurs with respect to the Company Company, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Guarantor occurs and is continuingSignificant Subsidiary, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then-outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission If an Event of Default occurs on or after May 15, 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 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 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 May 15, 2007 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 Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2007, then, upon acceleration of the Notes, an additional premium shall 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 principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2002 12.833 % 2003 11.229 % 2004 9.625 % 2005 8.021 % 2006 6.417 %

Acceleration. If Upon the occurrence and continuation of an Event of Default, except for an Event of Default described in clause (other than an Event f) of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor) shall occur and be continuing8.01, the Trustee or may (and if requested by the Holders of at least 25% not less than a majority in aggregate principal amount of outstanding Senior Subordinated Securities mayIndebtedness (or if no Senior Indebtedness is then Outstanding, of Senior Subordinate Indebtedness) then Outstanding shall) by written notice to the Authority, declare the entire unpaid principal of the Bonds due and payable and, thereupon, the entire unpaid principal of the Bonds shall forthwith become due and payable. Upon any such declaration, on the first Business Day of each month, the Trustee upon (i) shall pay to the request Authority, an amount of Authority Revenues equal to the amount set forth in the applicable Annual Budget prepared in accordance with Section 7.02(g) to pay Current Expenses of the Systems for such month and (ii) shall pay to the Holders of at least 25% in the Bonds and Other System Indebtedness, but only from the remaining Authority Revenues and other moneys herein specifically pledged for payments of Bondholders, the entire unpaid principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due Bonds and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingOther System Indebtedness. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At at any time after such a declaration and before the entry of acceleration with respect a final judgment or decree in any suit, action or proceeding instituted on account of such default or before the completion of the enforcement of any other remedy under this Agreement, the principal of all Bonds and Other System Indebtedness that have matured or been called for redemption pursuant to any sinking fund provision and all arrears of interest have been paid and any other Events of Default which may have occurred have been remedied, then the Trustee may, by written notice to the Senior Subordinated Securities as described in the preceding paragraphAuthority, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel or annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedconsequences. No such rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent theretothereon. Senior Subordinate Indebtedness may not be accelerated if any Senior Indebtedness is Outstanding. Subordinate Indebtedness may not be accelerated if any Senior Indebtedness or Senior Subordinate Indebtedness is Outstanding.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to Holdings or the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, by notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to Holdings or the Company or a Guarantor occurs and is continuingoccurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Guarantor) shall occur Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately; provided that any such declaration of acceleration shall not become effective until the Company and the Trustee specifying the respective Event earlier of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (ix) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt of the acceleration notice by the Company Bank Agent and the Representative Company or (y) acceleration of the Indebtedness under the Credit Agreement of Agreement; provided further that such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs acceleration shall be automatically rescinded and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO become and be immediately due and payable annulled without any declaration or other act further action required on the part of the Trustee or the Holders in the event that any Holder. At any time after a declaration and all Events of Default specified in the acceleration with respect notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the Senior Subordinated Securities as described expiration of the period referred to in the preceding paragraphclauses (x) and (y). Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of Senior Subordinated Securities may the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind and cancel such declaration an acceleration and its consequences (i) consequences, if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium or Additional Interest, if any, that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in cured or waived. In the event of the cure or waiver of an any Event of Default specified in clause (5) of Section 6.01, 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 type described in Section 6.01(f) or (g) Notes, if within 20 days after such Event of Default arose the Trustee shall have received Company delivers an Officers' Certificate and an Opinion of Counsel to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged or waived. No (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default or impair (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any right consequent theretosuch events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 that occurs with respect to the Company or a any Subsidiary Guarantor) shall occur occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Securities the Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon at the request of the such Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon a declaration of acceleration, such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid 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 all of the Notes then outstanding Senior Subordinated Securities shall IPSO FACTO automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any Any time after a such declaration of acceleration with respect to acceleration, but before a judgment or decree for the Senior Subordinated Securities as described in payment of money due has been obtained by the preceding paragraphTrustee, the Holders of at least a majority in principal amount of Senior Subordinated Securities the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration 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, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Guarantor) shall occur Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable immediately by notice in writing to the Company Trustee and the Trustee specifying Company; provided that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities shall be outstanding, such acceleration shall not be effective until the respective Event earlier of Default and that it is a "notice (1) the acceleration of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable such Indebtedness under Credit Facilities or (ii2) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days business days after receipt by the Company and the Representative under the Credit Agreement of written notice of such Acceleration Notice but only acceleration. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof occurs with respect to the Company Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Guarantor occurs and is continuingSignificant Subsidiary, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No If an Event of Default occurs on or after April 1, 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 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 April 1, 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 April 1, 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): Year Percentage ---- ---------- 2002 .................................................. 11.250% 2003 .................................................. 10.125% 2004 .................................................. 9.000% 2005 .................................................. 7.875% 2006 .................................................. 6.750%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6)) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become declaration to be immediately due and payable or (ii) payable. Upon such a declaration, such Issue Price plus accrued Contingent Additional Principal and the Contingent Cash Interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or a Guarantor occurs and is continuing, then all the Issue Price plus accrued and unpaid principal of, premiumContingent Cash Interest and Contingent Additional Principal, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in in Section 6.01(f7.01 (6) or (g7) with respect to the Company or a GuarantorCorporation) shall occur occurs and be is continuing, the Trustee by notice to the Corporation, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, by notice to the Corporation and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal ofof all the Securities then outstanding, premium, if any, and plus accrued and but unpaid interest on all to the outstanding Senior Subordinated Securities date of acceleration, to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f7.01(6) or (g7) with respect to the Company or a Guarantor occurs and is continuingCorporation occurs, then all unpaid the principal of, premium, if any, of and accrued and but unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration annul any acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal principal, premium (if any) or accrued but unpaid interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in clause (4) of Section 7.01 above, such declaration of acceleration shall be automatically annulled if (a) the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration, notification or action, as applicable, in respect of such Indebtedness, (b) written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Corporation and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or Person or Persons entitled to take the action described in clause (4) within 30 days after such declaration of acceleration in respect of the Securities, and (c) no other Event of Default has occurred during such 30-day period which has not been cured or waived in accordance with the terms of this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(3) or (g4)) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price and accrued Original Issue Discount to the date of Default and that it is a "notice of acceleration" (declaration on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such Issue Price and accrued Original Issue Discount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(3) or (g4) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, the Issue Price and accrued and unpaid interest Original Issue Discount on all of the outstanding Senior Subordinated 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 HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount of Senior Subordinated the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Securityholder), may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price and accrued Original Issue Discount that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or a Guarantorof Section 8.1) shall occur occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, by notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest on all the outstanding Senior Subordinated Securities payable) to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice")upon any such declaration, and the same (i) shall become and be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingpayable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or a Guarantor occurs and is continuingof Section 8.1 occurs, then all unpaid principal of, premium, if any, of and accrued and unpaid interest on all of the Securities then outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (ivc) if the Company has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its expenses, disbursements and advances and all other amounts due pursuant to under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall 9.7 have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has 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 (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company Issuer or a GuarantorHoldings I) shall occur occurs and be is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated the Securities may, by notice to the Issuer and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company Issuer or a Guarantor occurs Holdings I occurs, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantorspecified in clauses (h) shall occur and be (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee Trustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Senior Convertible Subordinated Securities mayNotes, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by written notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all of the outstanding Senior Convertible Subordinated Securities Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall IPSO FACTO become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holderholder of Convertible Subordinated Notes. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders The holders of a majority in aggregate principal amount of Senior the then outstanding Convertible Subordinated Securities Notes by notice to the Trustee may rescind and cancel such declaration an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (iother than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of a any court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 6.01(fclause (4) or (g5) with respect of Section 6.1 relating to the Company or a Guarantorthe Parent or any of their respective Significant Subsidiaries,) then in every such case, unless the principal of all of the Notes shall occur have already become due and be continuingpayable, either the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Securities maythe Notes then outstanding, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company (and to the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" if given by Holders) (the an "Acceleration Notice"), may declare all principal, determined as set forth below, and the same accrued and unpaid interest (iand Liquidated Damages, if any) shall become immediately thereon to be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fclause (4) or (g5) with respect of Section 6.1 herein relating to the Company or a Guarantor occurs and is continuingthe Parent or any of their respective Significant Subsidiaries occurs, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities (and Liquidated Damages, if any) thereon shall IPSO FACTO become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holderthe Holders. At any time after The Holders of a majority in aggregate principal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes which have become due solely by reason of such acceleration have been cured or waived. (b) Prior to the declaration of acceleration with respect to of the Senior Subordinated Securities as described in maturity of the preceding paragraphNotes, the Holders of a majority in aggregate principal amount of Senior Subordinated Securities the Notes at the time outstanding may rescind waive on behalf of all the Holders any Default or Event of Default, and cancel except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (c) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Company and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (i1) the Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the rescission principal of (and premium, if any, applicable to) any Notes which would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because other than by reason of the such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate borne by the Notes; (iiic) to the extent the that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on overdue installments of interest and overdue principal, the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paidcured or waived as provided in Section 6.4 hereof. (d) Notwithstanding clause (c)(2) of this Section 6.2, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee no waiver shall be effective against any Holder for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the any Event of Default or event which with notice or lapse of the cure time or waiver of both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the type described Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that writing, to waive such Event of Default has been cured or waivedother event. No such rescission waiver shall affect cure or waive any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof, with respect to the Company Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a Guarantor) shall occur whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities mayNotes, by written notice to the Issuer (and the Trustee upon if such notice is given by the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Holders) may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) Notes shall become immediately due and payable or (ii) immediately. Notwithstanding the foregoing, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof occurs with respect to the Company Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a Guarantor occurs whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and is continuing, payable immediately without further action or notice. The Holders of at least majority in aggregate principal amount of the then all unpaid principal of, premium, if any, and accrued and unpaid interest outstanding Notes by written notice to the Trustee may on behalf of all of the outstanding Senior Subordinated Securities shall IPSO FACTO become Holders waive any existing Default or Event of Default and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration annul an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) jurisdiction and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, or Additional Interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or a Guarantorhereof) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) to the date of Default declaration on all the Securities to be immediately due and that it is payable. Upon such a "notice of acceleration" declaration, such Issue Price and accrued Original Issue Discount (or, if the "Acceleration Notice")Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and the same (iunpaid interest) shall become immediately and be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or a Guarantor hereof occurs and is continuing, then all unpaid principal of, premiumthe Issue Price and accrued Original Issue Discount (or, if anythe Securities have been converted to Semiannual Coupon Debentures, and the Restated Principal Amount, plus accrued and unpaid interest interest) on all of the outstanding Senior Subordinated 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 HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount of Senior Subordinated the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 hereof have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent or other Default or Event of Default or impair any right consequent theretoright.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.1 hereof with respect to the Company Issuers or a Guarantorany Subsidiaries) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by immediately; provided, that so long as Senior Debt or any commitment therefore is outstanding under the Senior Credit Facility, any such notice in writing to shall not be effective until the Company and the Trustee specifying the respective Event earlier of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable five Business Days after such notice is delivered to the representative for such Senior Debt or (ii) if there are any amounts outstanding the acceleration of the Senior Debt under the Senior Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in Facility. Notwithstanding the Credit Agreement) is in effectforegoing, 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. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.1 hereof occurs with respect to the Company or a Guarantor occurs and is continuingIssuers, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all any Restricted Subsidiary of the Company that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holderthe Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect Subject to the Senior Subordinated Securities as described in the preceding paragraphcertain limitations, the Holders of a majority in principal amount of Senior Subordinated Securities the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (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. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any subsequent existing Default or impair Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee quarterly a written statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any right consequent theretoDefault or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a "notice of acceleration" declaration plus accrued any unpaid interest, if any (including contingent interest) on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount and accrued and unpaid interest, if any, (iiincluding contingent interest) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Company or a Guarantor occurs and is continuing, then all the Issue Price plus accrued Original Issue Discount and accrued and unpaid principal of, premiuminterest, if any, and accrued and unpaid interest (including contingent interest) on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If the Securities have, at the Company's option, been converted to semiannual coupon Securities as provided in paragraph 1 of the Securities, the amount due upon any acceleration will be the restated principal amount thereof together with accrued and unpaid interest thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (i) or (gj) of Section 6.01 above that occurs with respect to the Company or a Guarantorany Significant Group Member) shall occur and be continuingexists under this Indenture, the Trustee or the Holders of at least 25% in principal aggregate Accreted Value amount of outstanding Senior Subordinated Securities the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon at the request of the such Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal Accreted Value of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration of acceleration, 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. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal Accreted Value of, premium, if any, and accrued interest shall be immediately due and unpaid payable. If an Event of Default set forth in clause (e) above exists, such Event of Default shall be automatically rescinded and annulled if, prior to acceleration of the Notes under this Section 6.02, the event of default triggering such Event of Default pursuant to clause (e) shall be cured by the relevant Restricted Group Member or waived by the requisite holders of the relevant Indebtedness within 60 days after the occurrence thereof. If an Event of Default specified in clause (i) or (j) above exists with respect to the Company, or Indebtedness under the New MEFA or New EFA shall have been accelerated prior to its Stated Maturity, the Accreted Value of, premium, if any, and accrued interest on all of the Notes then outstanding Senior Subordinated Securities shall IPSO FACTO automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to acceleration, but before a judgment or decree for the Senior Subordinated Securities as described in payment of the preceding paragraphmoney due has been obtained by the Trustee, the Holders of at least a majority in principal Accreted Value amount of Senior Subordinated Securities the outstanding Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and cancel annul such declaration of acceleration and its consequences if (i) 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 as provided in Section 6.04 or the third sentence of this paragraph and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 with respect to the Company or a GuarantorCompany) shall occur occurs and be continuingis continuing under this Indenture, the Trustee by written notice to the Company or the Holders of at least 2530% in principal amount of the then total outstanding Senior Subordinated Securities may, Notes by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, may declare the principal ofprincipal, premium, if any, interest and accrued and unpaid interest any other monetary obligations on all the then outstanding Senior Subordinated Securities Notes to be due and payable by notice immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in writing to the Company and the Trustee specifying the respective case of an Event of Default and that it is a "notice arising under clause (7) of acceleration" (Section 6.01 hereof with respect to the "Acceleration Notice")Company, and the same (i) shall all outstanding Notes will become immediately due and payable without further action or notice. 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 their interest. The Trustee will have no obligation to accelerate the Notes. The Holders of a majority of the aggregate principal amount of the then outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined except a continuing Default with respect to in the Credit Agreementpayment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) is in effect, shall become immediately due and payable upon rescind any acceleration with respect to the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company Notes and the Representative under the Credit Agreement of such Acceleration Notice but only its consequences (except if such Event rescission would conflict with any judgment of Default is then continuinga court of competent jurisdiction). If an In the event of any Event of Default specified in Section 6.01(f6.01(5) or hereof, such Event of Default and all consequences thereof (g) with respect to the Company or excluding any resulting payment default, other than as a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all result of acceleration of the outstanding Senior Subordinated Securities shall IPSO FACTO become Notes) will be annulled, waived and be immediately due rescinded, automatically and payable without any declaration or other act on the part of action by the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraphHolders, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences if: (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g1) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured, waived or is no longer continuing. If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured or waivedwithout any further action. No such rescission shall affect any subsequent Any Default or impair Event of Default for the failure to comply with the time periods prescribed in Section 4.03 and Section 4.04 or otherwise to deliver any right consequent theretonotice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (7) or (g) with respect to the Company or a Guarantor 8) of Section 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities Notes may declare all amounts owing under the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any such declaration, the aggregate principal of, premium, if any, and accrued and unpaid interest, if any, on the outstanding Notes shall IPSO FACTO become and be immediately due and payable without any declaration payable. Notwithstanding the foregoing, a notice of Default, notice of acceleration or other act on instruction to the part Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders (or any Holder. At other action taken on the assertion of any time after a declaration of acceleration Default) with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Senior Subordinated Securities as described in the preceding paragraph, the Trustee to provide a notice of Default or notice of acceleration (or other action). The Holders of a majority in aggregate principal amount of Senior Subordinated Securities may the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences (i) if the rescission would not conflict with any judgment hereunder except a continuing Default or decree of a court of competent jurisdiction, (ii) if all existing Events Event of Default have been cured in the payment of interest or waived premium, if any, on, or the principal of, the Notes (except nonpayment of principal of, premium on, if any, or interest on the Notes that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if ); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. If the Holder is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in such global Note after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the Trustee under this Indenture. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this Indenture. Each Holder and subsequent purchaser of the Notes waives any and all other amounts due pursuant claims, in law and/or in equity, against the Trustee and agrees not to Section 7.07 commence any legal proceeding against the Trustee in respect of, and (v) agrees that the Trustee will not be liable for, any action that the Trustee takes in accordance with this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with, this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the event of preceding two paragraphs to the cure or waiver 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 type described in Section 6.01(f) or (g) preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two 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 received an Officers' 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 and an Opinion delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction. For the avoidance of Counsel that such Event doubt, the Trustee will treat all Holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally irrespective of Default any Position Representation in determining whether the requisite percentage has been cured obtained with respect to the initial delivery of the Noteholder Direction. Any and all other actions that the Trustee takes or waived. No such rescission omits to take with respect to a Noteholder Direction and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall affect any subsequent Default or impair any right consequent theretobe covered by the Company’s indemnification obligations under this Indenture.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 hereof with respect to the Company Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a Guarantorwhole, would constitute a Significant Restricted Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, of and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (i1) shall become immediately due and payable or (ii2) if there are any amounts outstanding under the Senior Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectFacilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Agreement Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Agreement Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If Upon any such declaration, but subject to the immediately preceding sentence, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 hereof occurs with respect to the Company Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a Guarantor occurs and is continuingwhole, then would constitute a Significant Restricted Subsidiary, all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No If an Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 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 July 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): Year Percentage ---------------------------- ---------- 2003........................ 112.373% 2004........................ 110.311% 2005........................ 108.249% 2006........................ 106.187%

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 hereof, with respect to either the Company Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Guarantor) shall occur Significant Subsidiary, all outstanding Secured Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Senior Subordinated Securities Secured Notes by notice to the Issuer (with a copy to the Trustee if given by Holders of Secured Notes) may declare all the Secured Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Secured Notes by written notice to the Trustee may, and the Trustee upon the request on behalf of all of the Holders of at least 25% all the Secured Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Secured Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in principal amount the payment of outstanding Senior Subordinated Securities shall, declare the principal of, premium on, if any, or interest, if any, on, the Secured Notes (except nonpayment of principal, premium, if any, and accrued and unpaid or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes) and if all sums paid or advanced by the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company Trustee hereunder and the Trustee specifying reasonable compensation, expenses, disbursements and advances of the respective Event Trustee, its agents and counsel have been paid. In the event of Default and that it is a "notice declaration of acceleration" (acceleration of the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If Secured Notes because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(f6.01(4) hereof (excluding any resulting payment default under this Secured Indenture or (g) with respect to the Company or a Guarantor occurs and is continuingSecured Notes), then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to of the Senior Subordinated Securities as described in the preceding paragraph, Secured Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of a majority all Indebtedness described in principal amount Section 6.01(4) hereof have rescinded or waived the declaration of Senior Subordinated Securities may rescind and cancel acceleration in respect of such Indebtedness within 20 Business Days of the date of such declaration of acceleration of the Secured Notes, and its consequences (i) if the rescission annulment of the acceleration of the Secured Notes would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if and all existing Events of Default Default, except non-payment of principal or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) and all amounts owing to the extent Trustee and 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 Notes Collateral Agent have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a Guarantorwhole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Senior Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) Senior Notes shall become immediately due and payable or (ii) immediately. Notwithstanding the foregoing, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof occurs with respect to the Company Company, any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a Guarantor occurs whole, would constitute a Significant Subsidiary, all outstanding Senior Notes shall be due and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all payable without further action or notice. Holders of the outstanding Senior Subordinated Securities Notes may not enforce this Senior Note Indenture or the Senior Notes except as provided in this Senior Note Indenture. 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 Senior Notes pursuant to the optional redemption provisions of this Senior Note Indenture, an equivalent premium shall IPSO FACTO also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any HolderSenior Notes. At any time after a declaration of acceleration with respect The Company is required to deliver to the Senior Subordinated Securities as described in Note Trustee annually a statement regarding compliance with this Senior Note Indenture, and the preceding paragraphCompany is required upon becoming aware of any Default or Event of Default, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to deliver to the extent the payment of Senior Note Trustee a statement specifying such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure Default or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (g) above with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Senior Subordinated Securities may, by written notice, and the Trustee upon the request of the Holders of at least not less than 25% in aggregate principal amount of the outstanding Senior Subordinated Securities shall, declare the principal of, premium, amount plus accrued interest (if any, and accrued and unpaid interest ) on all Securities on the outstanding Senior Subordinated Securities date of such declaration to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" immediately (the "Acceleration NoticeDefault Amount"). Upon such declaration, and the same (i) Default Amount shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fclause (vi) or (g) above with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Default Amount shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after After a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Senior Subordinated outstanding Securities may may, by notice to the Trustee, rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) acceleration if all existing Events of Default have been cured or waived except waived, other than nonpayment of principal or interest the Default Amount that has become due solely because as a result of such acceleration and if the rescission of acceleration would not conflict with any judgment or decree by a court of competent jurisdiction. The Holders of a majority in aggregate principal amount of the acceleration, (iii) outstanding Securities also have the right to the extent waive past defaults hereunder except a default in the payment of such interest is lawfulthe principal of, premium, if any, or interest on overdue installments any Security, or in respect of interest and overdue principal, a covenant or a provision which has become due otherwise than by such declaration cannot be modified or amended without the consent of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with in respect to of the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by written Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default Issue Price plus accrued Original Issue Discount and that it is any accrued and unpaid cash interest (or if the Securities have been converted to semiannual coupon notes following a "notice of acceleration" (Tax Event, the "Acceleration Notice"Restated Principal Amount, plus accrued interest), including accrued and unpaid Contingent Cash Interest, through the same (i) shall become date of declaration on all the Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with occurs in respect to of the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, the Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), including accrued and unpaid Contingent Cash Interest, on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because aggregate Principal Amount at Maturity of the accelerationSecurities at the time outstanding, (iii) by notice to the extent the payment of such interest is lawful, interest on overdue installments of interest Trustee (and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant without notice to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.other

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor) Significant Subsidiary), shall occur have occurred and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Senior Subordinated Securities may, may declare to be immediately due and payable the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallall the Notes then outstanding, declare the principal of, premiumplus accrued but unpaid interest and Additional Interest, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice date of acceleration" (. In the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur case 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. If an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor occurs and is continuingSignificant Subsidiary shall occur, then such amount with respect to all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. At any time after a declaration of acceleration with respect Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the Senior Subordinated Securities as limitations described in the preceding paragraphthis Article 6, the Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes may rescind and cancel such declaration and direct the Trustee in its consequences (i) if the rescission would not conflict with exercise of any judgment trust or decree power. The Trustee may withhold from Holders notice of a court of competent jurisdiction, (ii) if all existing Events any continuing Default or Event of Default have been cured (except a Default or waived except nonpayment Event of principal or interest that has become due solely because of the acceleration, (iii) Default relating 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 accelerationpremium, has been paidif any, (ivor interest or Additional Interest, if any) if it determines that withholding notice is in their interest. In the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver case of an Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the type described in premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 6.01(f) or (g) 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the Trustee shall have received extent permitted by law upon the acceleration of the Notes. If an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured occurs prior to June 1, 2010 by reason of any willful action or waived. No such rescission shall affect any subsequent Default inaction taken or impair any right consequent theretonot taken by the Company or on the Company’s behalf with the intention of avoiding the prohibition on redemption of the Notes prior to June 1, 2010, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 hereof, with respect to either the Company Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Guarantor) shall occur Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Senior Subordinated Securities mayNotes by notice to the Issuer (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders and the Trustee, more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee or Notes Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (other than a Regulated Bank, an Initial Purchaser or its Affiliates) (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Issuer and the Trustee upon and Notes Collateral Agent, as applicable, 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 such Holder 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 at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is 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 holder’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 or Notes Collateral Agent, as applicable. 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 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, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee and Notes Collateral Agent, as applicable), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee and Notes Collateral Agent, if applicable, 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 or Notes Collateral Agent, as applicable, during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any holder that is a Regulated Bank, an Initial Purchaser or its Affiliates; provided that if a Regulated Bank, an Initial Purchaser or its Affiliates is a Directing Holder or a beneficial owner directing DTC it shall provide a written representation to the Issuer that it is a Regulated Bank an Initial Purchaser or its Affiliates. For the avoidance of doubt, each of the Trustee and Notes Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture and 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. Neither the Trustee nor the Notes Collateral Agent shall have any liability 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 a Position Representation or that such Position Representation conforms with this Indenture or any other agreement. Neither the Trustee nor the Notes Collateral Agent shall have any responsibility, liability or obligation to ascertain, monitor or inquire as to whether any Person is a Net Short Holder and/or whether such Net Short Holder has delivered any related certifications under this Indenture or in connection with the Notes or if any such certifications comply with this Indenture, the Notes, or any other document. It is understood and agreed that the Issuer, the Trustee and the Notes Collateral Agent shall be entitled to rely on each representation, deemed representation and certification made by, and covenant of, each beneficial owner provided for in this paragraph and the foregoing two paragraphs. 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. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of at least 25% all the Notes, rescind an acceleration and its consequences under this Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in principal amount the payment of outstanding Senior Subordinated Securities shall, declare the principal of, premium on, if any, or interest, if any, on, the Notes (except nonpayment of principal, premium, if any, and accrued and unpaid or interest on the Notes that became due solely because of the acceleration of the Notes) and if all sums paid or advanced by the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company Trustee hereunder and the Trustee specifying reasonable compensation, expenses, disbursements and advances of the respective Event Trustee, its agents and counsel have been paid. In the event of Default and that it is a "notice declaration of acceleration" (acceleration of the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If Notes because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(f6.01(4) hereof (excluding any resulting Payment Default under this Indenture or (g) with respect to the Company or a Guarantor occurs and is continuingNotes), then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to of the Senior Subordinated Securities as described in the preceding paragraph, Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of a majority all Indebtedness described in principal amount Section 6.01(4) hereof have rescinded or waived the declaration of Senior Subordinated Securities may rescind and cancel acceleration in respect of such Indebtedness within 30 Business Days of the date of such declaration of acceleration of the Notes, and its consequences (i) if the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if and all existing Events of Default Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) and all amounts owing to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(fSECTION 6.01(VIII) or (gIX) with respect to the Company (but including an Event of Default specified in SECTION 6.01(VIII) or (IX) solely with respect to a GuarantorSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least twenty five percent (25% %) in principal amount of the Securities then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying may declare the respective Event of Default Securities, including any accrued and that it is a "notice of acceleration" (the "Acceleration Notice")unpaid interest, and if applicable, any Make-Whole Premium, to be due and payable. Upon such declaration, the same (i) principal of, and any accrued and unpaid interest on, all Securities shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fSECTION 6.01(VIII) or (gIX) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in SECTION 6.01(VIII) or (IX) solely with respect to a Guarantor occurs and is continuingSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on on, all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences (i) if the rescission would not conflict with any judgment order or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived and if all amounts due to the Trustee under SECTION 7.07 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to Holdings or the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, by notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to Holdings or the Company or a Guarantor occurs and is continuingoccurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Company delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(fSECTION 6.01(viii) or (gix) with respect to the Company (but including an Event of Default specified in SECTION 6.01(viii) or (ix) solely with respect to a GuarantorSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by written notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or in full. Upon such declaration, the principal of, and any accrued and unpaid interest (iiincluding additional interest) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effecton, all Securities shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(fSECTION 6.01(viii) or (gix) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in SECTION 6.01(viii) or (ix) solely with respect to a Guarantor occurs and is continuingSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on (including any additional interest) on, all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (iA) if the rescission would not conflict with any judgment order or decree of a court of competent jurisdictiondecree, (iiB) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest (including and additional interest) that has become due solely because of the acceleration, have been cured or waived and (iiiC) all amounts due to the extent Trustee and 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 Securities Agent under SECTION 7.07 have been paid. -29- Notwithstanding the foregoing, (iv) if the Company has paid so selects, the Trustee its reasonable compensation and reimbursed the Trustee sole remedy of Holders for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default relating to any obligation the Company may have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the failure of the type described Company to file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of the covenant in Section 6.01(fSECTION 4.03 shall for the first ninety (90) or (g) days after the Trustee shall have received an Officers' Certificate and an Opinion occurrence of Counsel that such Event of Default has consist exclusively of the right (the "EXTENSION RIGHT") to receive additional interest on the Securities at an annual rate equal to 0.25% of the principal amount of the Securities. Any such additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Securities. The additional interest shall accrue on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations in this Indenture first occurs to but not including the ninetieth (90th) day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). No On such rescission ninetieth (90th) day (or earlier, if such Event of Default is cured or waived prior to such ninetieth (90th) day), such additional interest shall affect cease to accrue and the Securities shall be subject to acceleration as provided in the preceding paragraph if such Event of Default is continuing. For the avoidance of doubt, the additional interest shall not begin to accrue until the Company fails to perform the covenant in SECTION 4.03 for a period of sixty (60) days after notice of such failure to the Company by the Trustee or to the trustee and the Company by Holders of at least twenty-five percent (25%) in aggregate principal amount of the Securities then outstanding in accordance with this Indenture. Notwithstanding the preceding paragraph, if an event of default under any subsequent Default other series of debt securities of the Company occurs as a result of the failure of the Company to file any such document or impair any right consequent theretoreport and such event of default results in the principal amount of such other debt securities becoming due and payable, then the Extension Right shall no longer apply and the Securities shall be subject to acceleration as provided in the first paragraph of this Section 6.02.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fparagraph (h) or paragraph (gi) of Section 6.1 with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, then the Trustee or the Holders of at least 25% in principal amount at maturity of the outstanding Senior Subordinated Securities may, by written notice, and the Trustee upon the request of the Holders of at least not less than 25% in principal amount at maturity of the outstanding Senior Subordinated Securities shall, declare the principal Default Amount of, premium, if any, and any accrued and unpaid interest on on, all the outstanding Senior Subordinated Securities to be immediately due and payable by notice and upon any such declaration such amounts (plus, in writing to the Company and the Trustee specifying the respective case of an Event of Default and that it is a "notice the result of acceleration" (an action by the "Acceleration Notice")Company or any of its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Securities contained in this Indenture or the Securities, and an amount of premium that would have been applicable pursuant to the same (iSecurities or as set forth in this Indenture) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingpayable. If an Event of Default specified in Section 6.01(fparagraph (h) or paragraph (gi) of Section 6.1 with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal the Default Amount of, premium, if any, and any accrued and unpaid interest on, all outstanding Securities (plus, in the case of an Event of Default that is the result of an action by the Company or any of its Restricted Subsidiaries intended to avoid restrictions on all or premiums related to redemptions of the outstanding Senior Subordinated Securities contained in this Indenture or the Securities, an amount of premium that would have been applicable pursuant to the Securities or as set forth in this Indenture) shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At Upon payment of such Default Amount (plus, in the case of an Event of Default that is the result of an action by the Company or any time after a declaration of acceleration with respect its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Securities contained in this Indenture or the Securities, an amount of premium that would have been applicable pursuant to the Senior Subordinated Securities or as described set forth in this Indenture), all of the preceding paragraphCompany's obligations under the Securities and this Indenture, the other than obligations under Section 7.7, shall terminate. The Holders of a majority in principal amount at maturity of Senior Subordinated the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default Default, other than the non- payment of the principal and interest on the Securities which have become due solely as a result of such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the accelerationwaived, (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iv) if prior to such rescission the Company has shall have paid or deposited with the Trustee its reasonable compensation and reimbursed all sums paid or advanced by the Trustee for its expenses, disbursements and advances hereunder and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedits agents and counsel under Section 7.7. 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 Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Senior Subordinated Securities may, by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company or a Guarantor occurs occurs, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree and if (i) the Company has paid (or deposited with the Trustee) all overdue interest on all the Securities and the principal amount (including the Fundamental Change Repurchase Price) of a court the Securities that has become due otherwise than by such acceleration or declaration, as well as paid interest upon overdue interest to the extent that payment of competent jurisdictionsuch interest is lawful and paid to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal (including the Fundamental Change Repurchase Price) or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request at maturity of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company may declare the unpaid principal of (and premium, if any) and accrued interest to the Trustee specifying date of acceleration on all the respective Event of Default outstanding Securities to be due and that it is a "notice of acceleration" 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 "Acceleration Notice")Securities to the contrary, and the same (i) shall will become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingpayable. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the Company or a Guarantor occurs and is continuingoccurs, then all unpaid principal of, premium, if any, of and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after After a declaration of acceleration with acceleration, but before a judgment or decree of the money due in respect to of the Senior Subordinated Securities as described in the preceding paragraphhas been obtained, the Holders of not less than a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if all existing Events of Default (iother 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, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waiveddecree. 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 outstanding Securities a direction inconsistent with such request. However, such limitations do not apply to a suit instituted by a Holder of any Security for enforcement of payment of the principal of or interest on such Security on or after the due date therefor (after giving effect to the grace period specified in clause (b) of the first paragraph of this Article Six).

Acceleration. If an Event of Default (other than an ------------ Event of Default specified in Section 6.01(f6.1(5) or (g6) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a "notice of acceleration" (declaration on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such Issue Price plus accrued Original Issue Discount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.1(5) or (g6) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and the Issue Price plus accrued and unpaid interest Original Issue Discount on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an ------------ Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a "notice of acceleration" (declaration on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such Issue Price plus accrued Original Issue Discount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and the Issue Price plus accrued and unpaid interest Original Issue Discount on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified arising from certain events described in Section 6.01(f) or (g) 6.01(a)(8), with respect to the Company or any Guarantor that is a Guarantor) shall occur Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Secured Notes will become due and be payable immediately without further action or notice or other act on the part of the Trustee or any Holders. If any other Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities maySecured Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may and the Trustee Trustee, upon the written request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallsuch holders, shall declare all amounts including the principal of, premium, if any, and accrued and unpaid interest interest, including Additional Amounts, if any, on all the outstanding Senior Subordinated Securities Secured Notes to be due and payable by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying the respective Senior Secured Notes because an Event of Default described in clause 6.01(a)(4) has occurred and that it is a "notice continuing, the declaration of acceleration" (acceleration of the "Acceleration Notice"), and Senior Secured Notes shall be automatically annulled if the same (i) shall become immediately due and payable event of default or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 payment default triggering such Event of Default is then continuing. If an pursuant to 6.01(a)(4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default specified shall have been discharged in Section 6.01(f) or (g) with respect to full, within 30 days after the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to thereto and if (1) the annulment of the acceleration of the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission Secured Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (ii2) if all existing Events of Default have been cured or waived Default, except nonpayment non-payment of principal principal, premium or interest on the Senior Secured Notes that has become became due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event acceleration of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall Senior Secured Notes, 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.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities mayNotes, by notice to the Issuer and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Notwithstanding the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice")foregoing, and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.1 hereof occurs with respect to the Company Cott or any Subsidiary that is a Guarantor occurs and is continuingSignificant Subsidiary or any group of Subsidiaries that, then taken together, would constitute a Significant Subsidiary, all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holderthe Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect Subject to the Senior Subordinated Securities as described in the preceding paragraphcertain limitations, the Holders of a majority in principal amount of Senior Subordinated Securities the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes rescind and cancel such declaration an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdictiondecree, (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived, and (iii) the Issuer has paid to the Trustee all amounts due to Trustee pursuant to Section 7.7. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to December 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described in Section 6.01(f) or (g) Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to December 15, 2006, then a premium equal to the interest rate on the Notes shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Issuer is required to deliver to the Trustee shall have received an Officers' Certificate annually a written statement regarding compliance with this Indenture, and an Opinion the Issuer is required upon becoming aware of Counsel that such any Default or Event of Default has been cured or waived. No Default, to deliver to the Trustee a written statement specifying such rescission shall affect any subsequent Default or impair any right consequent theretoEvent of Default.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) with respect to the Company Company) occurs and is continuing (including an Event of Default specified in Section 8.1(j) or a GuarantorSection 8.1(k) shall occur and be continuingwith respect to one or more Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default principal amount plus accrued and that it is a "notice of acceleration" (unpaid interest, Additional Amounts and Additional Interest, if any, on all the "Acceleration Notice"), and the same (i) shall become Notes to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such accelerated amount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) occurs with respect to the Company or a Guarantor occurs and is continuing, then all the principal amount plus accrued and unpaid principal ofinterest, premiumAdditional Amounts and Additional Interest, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the Notes at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) jurisdiction and if all existing Events of Default have been cured or waived except nonpayment of the principal or interest amount plus accrued and unpaid interest, Additional Amounts and Additional Interest, if any, that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 9.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of ------------ Default specified in Section 6.01(f6.01(d) or (ge)) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by Notice to the Company or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Original Principal Amount of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Contingent Principal Amount through the date of Default and that it is a "notice of acceleration" (the "Acceleration Notice")such declaration, and any accrued and unpaid contingent interest through the same (i) shall become date of such declaration, on all the Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such Contingent Principal Amount, and such accrued and unpaid contingent interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(d) or (ge) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if anythe Contingent Principal Amount, and any accrued and unpaid interest contingent interest, on all the Securities to the date of the outstanding Senior Subordinated Securities occurrence of such Event of Default shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Original Principal Amount of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or the Contingent Principal Amount and any accrued and unpaid contingent interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantorspecified in clauses (h) shall occur and be (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee Trustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Senior Convertible Subordinated Securities mayNotes, by written notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the outstanding Senior Convertible Subordinated Securities Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice")payable. Upon such declaration, such principal amount, and the same (i) shall become immediately due accrued and payable or (ii) unpaid interest and Liquidated Damages, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately due and payable upon payable, notwithstanding anything contained in this Indenture or the first Convertible Subordinated Notes to occur the contrary, but subject to the provisions 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 Article XI. If any Event of Default is then continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company specified in clauses (h) or a Guarantor occurs and is continuing(i) of Section 6.01 occurs, then all unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all of the Convertible Subordinated Notes then outstanding Senior Subordinated Securities shall IPSO FACTO become and be immediately automatically due and payable subject to the provisions of Article XI, without any declaration or other act on the part of the Trustee or any Holderholder of Convertible Subordinated Notes. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders The holders of a majority in aggregate principal amount of Senior the then outstanding Convertible Subordinated Securities Notes by notice to the Trustee may rescind and cancel such declaration an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (iother than nonpayment of principal of and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of a any court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (e) and (f) of Section 6.01(f6 .1) or (g) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee (by notice to the Company), or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable (by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"Trustee), may declare the unpaid Principal of and accrued interest on all the same (i) Notes then outstanding to be due and payable. Upon any such declaration, such Principal and accrued interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fclause (e) or (gf) with respect to the Company or a Guarantor occurs and is continuingof Section 6.1 occurs, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities such an amount shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after After such acceleration, but before a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraphjudgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Senior Subordinated Securities the Notes then outstanding by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Notes then outstanding and (ii) the Principal or repurchase price, if any, of the Notes then outstanding which have become due otherwise than by such declaration of acceleration and accrued interest thereon at a rate borne by the Notes and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal Principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission decision shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any series of Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or a GuarantorIssuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount at Maturity of such outstanding Senior Subordinated Securities mayseries of Securities, and by notice to the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallIssuer, may declare the principal of, premiumIssue Price (or, if anysuch series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and unpaid interest accrued Contingent Interest to the date of declaration on all the outstanding Senior Subordinated such series of Securities to be immediately due and payable. Upon such a declaration, such Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) and Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest shall be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect occurs, the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest occurrence of such event on all such series of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount Principal Amount at Maturity of Senior Subordinated any series of Securities by notice to the Trustee may rescind and cancel an acceleration of such declaration series and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived with respect to such series except nonpayment of principal the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) or interest Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) or accrued Contingent Interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 with respect to the Company or a Guarantoreither Issuer) shall occur occurs and be continuingis continuing under this Indenture, the Trustee by written notice to the Issuers or the Holders of at least 2530.00% in principal amount of the then total outstanding Senior Subordinated Securities may, Notes by written notice to the Issuers and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, may declare the principal ofprincipal, premium, if any, interest and accrued and unpaid interest any other monetary obligations on all the then outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Upon the Company effectiveness of such declaration, such principal of and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice")premium, if any, and the same (i) shall become immediately interest will be due and payable or (ii) if there are immediately. The Trustee may withhold from the Holders notice of any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectcontinuing Default, 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 except a Default is then continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect relating to the Company or a Guarantor occurs and is continuing, then all unpaid principal ofpayment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to either of the Issuers, all outstanding Notes shall be due and accrued and unpaid interest payable immediately without further action or notice. The Holders of a majority of the aggregate principal amount of the then outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all of the outstanding Senior Subordinated Securities shall IPSO FACTO become Notes waive any existing Default and be immediately due its consequences hereunder (except a continuing Default with respect to non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and payable without rescind any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration Notes and its consequences (i) if the such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in . In the event of the cure or waiver of an any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the type described in Section 6.01(fNotes) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if: (g1) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged; (2) the requisite holders thereof have rescinded or waived. No waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default; or (3) the default that is the basis for such Event of Default has been cured, waived or impair any right consequent theretois no longer continuing.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a "notice of acceleration" (the "Acceleration Notice")declaration, and any accrued and unpaid contingent interest through the same (i) shall become date of such declaration, on all the Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid contingent interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or a Guarantor occurs and is continuing, then all the Issue Price plus accrued Original Issue Discount plus accrued and unpaid principal of, premiumcontingent interest, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or the Issue Price plus accrued Original Issue Discount plus accrued and unpaid contingent interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or a GuarantorIssuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities by written notice to the Issuer may, and the Trustee upon the request of if such notice is given by the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallsuch notice shall be given to the Issuer and the Trustee, declare the principal of, and the premium, if any, and accrued and but unpaid interest on on, all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or a Guarantor occurs and is continuingIssuer occurs, then all unpaid the principal of, and the premium, if any, and accrued and but unpaid interest on on, all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any HolderHolders. At If the principal of, premium, if any time or accrued and unpaid interest, if any, on the Securities becomes due and payable as provided above (an “Acceleration”) on or after a declaration [ ], 2020, the principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the optional redemption price in effect on the date of acceleration with respect such Acceleration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of Acceleration. If an Acceleration occurs prior to [ ], 2020, the Senior Subordinated principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the redemption price set forth in Paragraph 5 of the form of Security set forth in Exhibit A hereto in effect on the date of such Acceleration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of Acceleration. The amounts described in the preceding paragraph, the two sentences are intended to be liquidated damages and not unmatured interest or a penalty. The Holders of a majority in principal amount of Senior Subordinated the outstanding Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) with respect to all outstanding Securities if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, ) have been (iiior are concurrently with such rescission) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in cured or waived. In the event of the cure or waiver of an any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (including any acceleration of Securities due to the occurrence of such Event of Default under Section 6.01(d)) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in Section 6.01(fSecurities, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness with respect to which such Event of Default occurred has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (gz) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel default that is the basis for such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretocured.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) with respect to the Company Issuers or a any Subsidiary Guarantor) shall occur occurs and be is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities mayby notice to the Issuers (and to the Trustee if given by the Holders), may declare (a "Declaration of Acceleration") the principal amount of, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and any accrued and unpaid interest on on, all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration NoticeDefault Amount"), and . Upon any such Declaration of Acceleration the same (i) Default Amount shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) occurs with respect to the Company an Issuer or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all any of the outstanding Senior Subordinated Securities Subsidiary Guarantors, the Default Amount shall IPSO FACTO become and be immediately due and payable without any declaration Declaration of Acceleration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the then outstanding Securities by written notice to the Trustee and to the Issuers may rescind and cancel such declaration and its consequences any Declaration of Acceleration if (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) if all existing Events of Default have been cured or waived except then continuing (other than any Events of Default with respect to the nonpayment of principal of or interest that on any Security which has become due solely because as a result of the acceleration, such Declaration of Acceleration) have been and (iii) all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if and may waive any Default other than a Default with respect to a covenant or provision that cannot be modified or amended without the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due consent of each Securityholder pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto9.02 hereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) with respect to the Company Company) occurs and is continuing (including an Event of Default specified in Section 8.1(j) or a GuarantorSection 8.1(k) shall occur and be continuingwith respect to one or more Guarantors or Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default Accreted Principal Amount plus accrued and that it is a "notice of acceleration" (unpaid interest, Contingent Interest and Additional Interest, if any, on all the "Acceleration Notice"), and the same (i) shall become Notes to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such accelerated amount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) occurs with respect to the Company or a Guarantor occurs and is continuing, then all the Accreted Principal Amount plus accrued and unpaid principal ofinterest, premiumContingent Interest and Additional Interest, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the Notes at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Accreted Principal Amount plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 9.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount at maturity of outstanding Senior Subordinated the Securities may, by notice to the Company and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premiumAccreted Value of and accrued but unpaid interest, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company payable. Upon such a declaration, such Accreted Value and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, the Accreted Value of and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of Senior Subordinated the outstanding Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in 6.01(6), such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived or rescinded, automatically and without any action by the Trustee or the Securityholders, if within 20 days after such Event of Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of this Indenture or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(i) or (gSection 8.1(j) with respect to the Company Company) occurs and is continuing (including an Event of Default specified in Section 8.1(i) or a GuarantorSection 8.1(j) shall occur and be continuingwith respect to one or more Designated Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event principal amount plus accrued and unpaid interest (inclusive of Default and that it is a "notice of acceleration" (Additional Interest, if any) on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable. Upon such term is defined in the Credit Agreement) is in effecta declaration, such accelerated amount shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f8.1(i) or (gSection 8.1(j) occurs with respect to the Company or a Guarantor occurs and is continuing, then all unpaid the principal of, premium, if any, and amount plus accrued and unpaid interest (inclusive of Additional Interest, if any) on all of the outstanding Senior Subordinated 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 HolderHolders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of the principal or amount plus accrued and unpaid interest (inclusive of Additional Interest, if any) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 9.7 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount at Maturity of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus Accrued Original Issue Discount, accrued and unpaid Contingent Cash Interest, if any, through the date of Default and that it is a "notice of acceleration" (such declaration, on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such Issue Price plus Accrued Original Issue Discount, accrued and unpaid Contingent Cash Interest, if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectany, shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(4) or (g5) with occurs in respect to of the Company or a Guarantor occurs and is continuing, then all the Issue Price plus Accrued Original Issue Discount, accrued and unpaid principal of, premiumContingent Cash Interest, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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 HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus Accrued Original Issue Discount plus accrued and unpaid Contingent Cash Interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f) or (g6.1(x) with respect to the Company or a Guarantor) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, by notice to the Company and the Trustee upon Trustee, may declare the request Securities to be immediately due and payable in full. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”. If the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the outstanding Senior Subordinated Securities shallrequest in writing the Trustee to give such notice on their behalf, declare the Trustee shall do so. Upon such declaration, the principal of, premium, if any, and any accrued and unpaid interest on on, all the outstanding Senior Subordinated Securities to shall be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.1(x) or (g) with respect to occurs, the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on on, all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (iA) if the rescission would not conflict with any judgment order or decree of a court of competent jurisdictiondecree, (iiB) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived and (C) all amounts due to the Trustee under Section 7.7 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) with respect to the Company an Issuer or a any Subsidiary Guarantor) shall occur occurs and be is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities mayby notice to the Issuers, may declare (a "Declaration") (i) in the case of a Declaration that occurs prior to December 15, 1999, the Accreted Value of all the Securities then outstanding plus accrued interest on the Securities to the date of acceleration, and (ii) in the Trustee upon case of a Declaration that occurs on or after December 15, 1999, the request of the Holders of at least 25% in entire principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the Securities then outstanding Senior Subordinated Securities plus accrued interest to the date of acceleration (the "Default Amount"). Upon any such Declaration, the Default Amount shall be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) occurs with respect to the Company an Issuer or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all any of the outstanding Senior Subordinated Securities Subsidiary Guarantors, the Default Amount shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration Declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the then outstanding Securities by written notice to the Trustee may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) Declaration if all existing Events of Default have been cured or waived except then continuing (other than any Events of Default with respect to the nonpayment of principal of or interest that on any Security which has become due solely because of the acceleration, (iii) to the extent the payment as a result of such interest is lawfulDeclaration) have been cured, interest on overdue installments and may waive any Default other than a Default with respect to a covenant or provision that cannot be modified or amended without the consent of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due each Securityholder pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto9.02 hereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or a GuarantorHoldings) shall occur occurs and be is continuing, the Senior Discount Notes Trustee by notice to Holdings, or the Holders Senior Discount Noteholders of at least 25% in principal amount at maturity of the outstanding Senior Subordinated Securities mayDiscount Notes by notice to Holdings, and may declare (a) the Trustee upon Accreted Value of all the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallDiscount Notes, declare if on or prior to June 1, 2003, or (b) the principal of, premium, if any, of and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities Discount Notes, if after June 1, 2003, to be due and payable by notice in writing to the Company payable. Upon such a declaration, such Accreted Value or principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to Holdings occurs, (a) the Company or a Guarantor occurs and is continuing, then Accreted Value of all unpaid principal of, premiumthe Senior Discount Notes, if anyon or prior to June 1, 2003, or (b) the principal of and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities Discount Notes, if after June 1, 2003, shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Senior Discount Notes Trustee or any HolderSenior Discount Noteholders. At any time after a declaration of acceleration with respect to the The Senior Subordinated Securities as described in the preceding paragraph, the Holders Discount Noteholders of a majority in principal amount at maturity of the Senior Subordinated Securities Discount Notes by notice to the Senior Discount Notes Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment nonpay ment of Accreted Value or principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or a GuarantorIssuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request Principal Amount at Maturity of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallby notice to the Issuer, may declare the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) of and accrued and Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest interest) to the date of declaration on all the outstanding Senior Subordinated Securities to be immediately due and payable. Upon such a declaration, such Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) and Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) shall be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect occurs, the Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) of and accrued Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest occurrence of such event on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount Principal Amount at Maturity of Senior Subordinated the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) or interest Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to the Company (but including an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a GuarantorSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or in full. Upon such declaration, the principal of, and any accrued and unpaid interest (iiincluding any Contingent Interest) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effecton, all Securities shall become immediately be 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Guarantor occurs and is continuingSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on (including, without limitation, any Contingent Interest) on, all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (iA) if the rescission would not conflict with any judgment order or decree of a court of competent jurisdictiondecree, (iiB) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest (including, without limitation, Contingent Interest) that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived and (C) all amounts due to the Trustee under Section 7.07 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders holders of at least 2530% in principal amount of outstanding Senior Subordinated Securities mayNotes by notice to the Company, and with a copy to the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallTrustee, may declare the principal of, premium, if any, and accrued and but unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuingoccurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders The holders of a majority in principal amount of Senior Subordinated Securities outstanding Notes by notice to the Trustee may rescind and cancel any such declaration acceleration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent or other Default or impair any right consequent theretoright. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor) Significant Subsidiary), shall occur have occurred and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Senior Subordinated Securities may, may declare to be immediately due and payable the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallall the Notes then outstanding, declare the principal of, premiumplus accrued but unpaid interest and Additional Interest, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice date of acceleration" (. In the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur case 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. If an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor occurs and is continuingSignificant Subsidiary shall occur, then such amount with respect to all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. At any time after a declaration of acceleration with respect Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the Senior Subordinated Securities as limitations described in the preceding paragraphthis Article 6, the Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes may rescind and cancel such declaration and direct the Trustee in its consequences (i) if the rescission would not conflict with exercise of any judgment trust or decree power. The Trustee may withhold from Holders notice of a court of competent jurisdiction, (ii) if all existing Events any continuing Default or Event of Default have been cured (except a Default or waived except nonpayment Event of principal or interest that has become due solely because of the acceleration, (iii) Default relating 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 accelerationpremium, has been paidif any, (ivor interest or Additional Interest, if any) if it determines that withholding notice is in their interest. In the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver case of an Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the type described in premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 6.01(f) or (g) 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the Trustee shall have received extent permitted by law upon the acceleration of the Notes. If an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured occurs prior to July 1, 2006, by reason of any willful action or waived. No such rescission shall affect any subsequent Default inaction taken or impair any right consequent theretonot taken by the Company or on the Company's behalf with the intention of avoiding the prohibition on redemption of the Notes prior to July 1, 2006, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or a Guarantorof Section 6.01) shall occur occurs and be is continuing, the Trustee may, or the Trustee upon the written request of Holders of 25% in principal amount of the outstanding Securities shall, or the Holders of at least 25% in aggregate principal amount of the outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal ofof all the Securities, together with all accrued and unpaid interest and premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "“notice of acceleration" ” (the "“Acceleration Notice"), ”) and upon the delivery of an Acceleration Notice to the Company and the same (i) Trustee, all such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined unless all Events of Default specified in the Credit Agreement) is in effect, 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 continuinghave been cured or waived). If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or a Guarantor of Section 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, of and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a such declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraphSecurities, the Holders of a majority in principal amount of Senior Subordinated Securities then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if: (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Securities that has become due solely because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, acceleration has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in Section 6.01(fclause (f) or (g) of Section 6.01, the Trustee shall have has received an Officers' ’ Certificate and an Opinion of Counsel to the effect that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on any Securities. 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 Section 6.01(fsubsection 8.1(g), (h) or (g) with respect to the Company or a Guarantori) shall occur and be continuing, either the Trustee Trustees or the Holders of at least 25% in aggregate principal amount of the outstanding Debentures may accelerate the maturity of all Debentures; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of outstanding Senior Subordinated Securities Debentures may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee upon the request non-payment of the Holders of at least 25% accelerated principal, have been cured or waived as provided in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingthis Indenture. If an Event of Default specified in Section 6.01(fsubsection 8.1(g), (h) or (gi) with respect to the Company or a Guarantor occurs and is continuingoccurs, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO Debentures will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustees or any Holderholder. At No Debentureholder will have any time after a declaration of acceleration right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Senior Subordinated Securities as described Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Debentures shall have made written request and provided sufficient funds to the Canadian Trustee (or in the preceding paragraphcase of the U.S. Trustee, reasonable indemnity) to institute such proceedings as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Senior Subordinated Securities may rescind the outstanding Debentures a direction inconsistent with such request and cancel shall have failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a Debentureholder for enforcement of payment of the principal of and Premium, if any, or interest on such Debenture on or after the respective due dates expressed in such Debenture. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, if such a declaration and its consequences (i) if is made, the rescission would not conflict with any judgment or decree Corporation shall pay to the Trustees forthwith for the benefit of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment the Debentureholders the amount of principal or of and Premium and accrued and unpaid interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, including interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (ivamounts in default) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances on all Debentures and all other amounts due pursuant payable in regard thereto under this Indenture, together with interest thereon at the rate borne by such Debentures from the date of such declaration until payment is received by the Trustees. Such payments, when made, shall be deemed to Section 7.07 have been made in discharge of the Corporation’s obligations under this Indenture and (v) any amounts so received by the Trustees shall be applied in the event of the cure or waiver of an Event of Default of the type described manner specified in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto8.8.

Acceleration. If Upon the occurrence of either (each an Event "ACCELERATION EVENT") (i) a Change of Default Control of the Surviving Corporation in which the purchaser or successor in interest to ownership of the Surviving Corporation does not as a condition to such Change of Control expressly agree in a writing delivered to the Stockholder Representative (other than for benefit of the Stockholders) to assume the obligations of Buyer hereunder in respect of the Milestone Payments and provide for equitable and appropriate change, conversion or exchange of the Milestone Shares, upon issuance, for shares of an Event equivalent class of Default specified in Section 6.01(f) stock of the acquiring or surviving entity or (gii) with respect to the Company any merger, consolidation, share exchange, recapitalization, sale of all or a Guarantor) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request substantially all of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallassets, declare liquidation or similar or other transaction involving the principal of, premium, if any, Buyer and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that where it is not the surviving corporation, or in which the Buyer becomes a wholly or substantially owned subsidiary of another entity ("notice of acceleration" (the "Acceleration NoticeBUYER CHANGE OF CONTROL"), and in connection therewith provision is not made in a writing delivered to the same (i) shall become immediately due Stockholder Representative for the benefit of the Stockholders for the continued payment of the Milestone Payments and payable for the equitable and appropriate change, conversion or (ii) if there are any amounts outstanding under exchange of the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effectMilestone Shares, shall become immediately due and payable upon the first to occur issuance, for shares of an acceleration under equivalent class of stock of the Credit Agreement acquiring or five Business Days surviving entity, then as a condition to such Acceleration Event, and in order to prevent the dilution or enlargement of the benefits or potential benefits intended to enure to the Stockholders in respect of the Milestone Payments, the Stockholders shall be entitled to receive and shall be paid by Buyer the total consideration (in cash and shares of Buyer Common Stock) that would become due if the requirements or conditions to payment applicable to each Milestone remaining after receipt by the Company and the Representative under the Credit Agreement date of such Acceleration Notice but only if such Event of Default is then continuing. If had been achieved and the corresponding Milestone Payment had been made (each an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing"ACCELERATED MILESTONE PAYMENT"), then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which consideration has become due otherwise than by such declaration of acceleration, has then already been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 1.9(e) above. Buyer and (v) Merger Sub shall pay such Accelerated Milestone Payments in the event of the cure or waiver of an Event of Default of the type described manner set forth in Section 6.01(f1.8(b) or (g) immediately prior to the Trustee shall have received an Officers' Certificate effective time and an Opinion conditioned upon the occurrence 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 theretoAcceleration Event.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company or a GuarantorCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company (and to the Trustee specifying if given by the respective Event of Holders) may declare the Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately Amount on all outstanding Securities to be due and payable immediately and, upon any such declaration, such principal (and premium, if 49 -43- any) and accrued interest, notwithstanding anything contained in this Indenture or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in Securities to the Credit Agreement) is in effectcontrary, 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 continuingpayable. If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest the Default Amount on all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after After a declaration of acceleration with acceleration, but before a judgment or decree of the money due in respect to of the Senior Subordinated Securities as described in the preceding paragraphhas been obtained, the Holders of not less than a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration annul an acceleration and its consequences if all existing Events of Default (iother 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 annulment would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waiveddecree. No such rescission annulment shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) above that occurs with respect to the Company or a GuarantorCompany) shall occur occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Securities the Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon at the request of the such Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal amount of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be immediately due and payable by notice in writing to payable. Upon a declaration of acceleration, such principal amount, premium, if any, and accrued interest shall be immediately due and payable. In the Company and the Trustee specifying the respective event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and that it is a "notice continuing, such declaration of acceleration" (acceleration shall be automatically rescinded and annulled if the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur event 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 default triggering such Event of Default is then continuingpursuant 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 Section 6.01(fclause (g) or (gh) above occurs with respect to the Company or a Guarantor occurs and is continuingCompany, then all unpaid the principal amount of, premium, if any, and accrued and unpaid interest on all of the Notes then outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of at least a majority in principal amount of Senior Subordinated Securities the outstanding Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in Section 6.01(f6.01(4) or (g5)) with respect occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee by notice to the Company or a Guarantor) shall occur and be continuingCompany, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request aggregate Principal Amount of the Holders of Securities at least 25% in principal amount of the time outstanding Senior Subordinated Securities shall, declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price and accrued Original Issue Discount (or if the Securities have been converted to a semiannual coupon note following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) through the date of Default and that it is a "notice of acceleration" (declaration on all the "Acceleration Notice"), and the same (i) shall become Securities to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each payable, whereupon such term is defined in the Credit Agreement) is in effect, Issue Price and accrued Original Issue Discount shall become immediately be 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 immediately; provided that, if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(f6.01(4) or (g5) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal ofthe Issue Price 37 and accrued Original Issue Discount (or if the Securities have been converted to a semiannual coupon note following a Tax Event, premiumthe Restated Principal Amount, if any, and plus accrued and unpaid interest interest) on all the Securities to the date of the outstanding Senior Subordinated Securities occurrence of such Event of Default shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount of Senior Subordinated the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price and accrued Original Issue Discount (or interest accrued and unpaid interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Guarantor) shall occur Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in arises pursuant to clause (6) of Section 6.01(f) or (g) with respect 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a Guarantor occurs court of competent jurisdiction. Upon any such declaration, the Notes shall become due and is continuingpayable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, then on behalf of the Holders of all unpaid principal ofof the Notes, rescind an acceleration provided all amounts owing to the Trustee have been paid or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, and accrued and unpaid interest on all of on, or the outstanding Senior Subordinated 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. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraphprincipal of, the Holders of a majority in principal amount of Senior Subordinated Securities may rescind and cancel such declaration Notes) and its consequences under this Indenture, if: (i1) if the such rescission or waiver would not conflict with any judgment or decree of a court of competent jurisdiction, ; (ii2) if all existing Events of Default have been cured or waived Default, except nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) to the extent the payment of such interest is lawful, all interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, to the extent the payment of such interest is lawful; and (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesreasonable expenses (including the fees and expenses of its counsel), disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoadvances.

Acceleration. If an (a) Subject to the provisions of clause (b) of this Section 6.02, if any Event of Default (other than an Event of Default specified in Section 6.01(fclause (i) or (gj) of Section 6.01 hereof with respect to the Company Issuers or any Note Guarantor that is a GuarantorSignificant Subsidiary or any group of Note Guarantors that would together constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, Notes may declare the principal ofprincipal, premiumpremium and Liquidated Damages, if any, interest and accrued and unpaid interest any other monetary obligations on all of the outstanding Senior Subordinated Securities Notes to be due and payable by notice in writing to immediately. Notwithstanding the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice")foregoing, and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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. If an Event of Default specified in Section 6.01(fclause (i) or (gj) of Section 6.01 hereof occurs with respect to the Company Issuers or any Note Guarantor that is a Guarantor occurs Significant Subsidiary or any group of Guarantors that would together constitute a Significant Subsidiary of the Issuers, the principal, premium and is continuing, then all unpaid principal of, premiumLiquidated Damages, if any, interest and accrued and unpaid interest any other monetary obligations on all of the outstanding Senior Subordinated Securities Notes shall IPSO FACTO become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium or Liquidated Damages that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention and for the purpose 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. (b) The provisions of the TIA shall govern this Indenture whether or not this Indenture is qualified under the TIA. Subject to the mandatory provisions of the TIA, the rights of the Trustee and the Holders to accelerate obligations under the Notes, rescind such rescission acceleration, or to exercise rights and remedies under the Collateral Documents or to enforce the terms of this Indenture shall affect be limited as provided in the terms of the Intercreditor Agreement. To the extent permissible under the TIA, the terms of the Intercreditor Agreement shall not be interpreted as impairing or affecting, in violation of Section 316(b) of the TIA, the right of any subsequent Default Holder to receive payment of principal of and interest on the Notes on or impair after the respective due dates expressed in the Notes or to institute suit for the enforcement of any right consequent theretosuch payment on or after such respective dates.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or a GuarantorCompany) shall occur occurs and be continuingis continuing and has not been waived pursuant to Section 6.04, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, by written notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated the Securities shalloutstanding, declare the principal of, premiumtogether with accrued but unpaid interest, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration NoticeACCELERATION NOTICE"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingpayable. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) occurs and is continuing with respect to the Company or a Guarantor occurs and is continuingCompany, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Securities then outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of Senior Subordinated the Securities then outstanding (by notice to the Trustee) may rescind and cancel such a declaration of acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived waived, except nonpayment non-payment of the principal or interest that has on the Securities which have become due solely because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate as specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in Section 6.01(fSections 6.01(6) or and (g) 7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waivedwaived and the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Except as otherwise provided for in any series of Securities, if any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) occurs and is continuing with respect to the Company or a Guarantor) shall occur and be continuingany series of Securities outstanding, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request Principal Amount of the Holders then outstanding Securities of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, that series may declare the principal of, premium, if any, and accrued and unpaid interest on Principal Amount of all the outstanding Senior Subordinated Securities of that series and interest accrued thereon to be due and payable immediately by a notice in writing to the Company (and to the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt given by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or a Guarantor occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all Holders of the outstanding Senior Subordinated Securities shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of that series). Holders of the Trustee Securities of that series may not enforce this Indenture or any Holderthe Securities of that series except as provided in this Indenture. At any time after a declaration of acceleration with respect Subject to the Senior Subordinated Securities as described in the preceding paragraphSections 6.6, the 7.1(e) and 7.6, Holders of a majority in principal amount Principal Amount of Senior Subordinated the then outstanding Securities of that series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities of that series notice of any continuing Default or Event of Default in accordance with Section 7.4 hereof. The Holders of a majority in aggregate Principal Amount of the then outstanding Securities of that series by written notice to the Trustee may on behalf of the Holders of all of the Securities of that series rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) jurisdiction and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall affect any subsequent Default or impair any right consequent theretohave been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Holders shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Holders shall continue as though no such proceeding had been taken.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to the Company (but including an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a GuarantorSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Senior Subordinated Securities may, by written notice to the Company and the Trustee upon Trustee, may declare the request of the Holders of at least 25% Securities to be immediately due and payable in principal amount of outstanding Senior Subordinated Securities shallfull. Upon such declaration, declare the principal of, premium, if any, and any premium and accrued and unpaid interest on (including any additional interest) on, all the outstanding Senior Subordinated Securities to shall be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, 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 continuingimmediately. If an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Guarantor occurs and is continuingSignificant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on (including any additional interest) on, all of the outstanding Senior Subordinated Securities shall IPSO FACTO ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of Senior Subordinated the Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (iA) if the rescission would not conflict with any judgment order or decree of a court of competent jurisdictiondecree, (iiB) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal principal, premium or interest (including additional interest) that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived and (C) all amounts due to the Trustee under Section 7.07 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor) Significant Subsidiary), shall occur have occurred and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Senior Subordinated Securities may, may declare to be immediately due and payable the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shallall the Notes then outstanding, declare the principal of, premiumplus accrued but unpaid interest and Additional Interest, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice date of acceleration" (. In the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately due and payable upon the first to occur case 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. If an Event of Default specified in Section 6.01(fclauses (ix) or (gx) of Section 6.01 hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Guarantor occurs and is continuingSignificant Subsidiary shall occur, then such amount with respect to all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. At any time after a declaration of acceleration with respect Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the Senior Subordinated Securities as limitations described in the preceding paragraphthis Article 6, the Holders of a majority in aggregate principal amount of Senior Subordinated Securities the then outstanding Notes may rescind and cancel such declaration and direct the Trustee in its consequences (i) if the rescission would not conflict with exercise of any judgment trust or decree power. The Trustee may withhold from Holders notice of a court of competent jurisdiction, (ii) if all existing Events any continuing Default or Event of Default have been cured (except a Default or waived except nonpayment Event of principal or interest that has become due solely because of the acceleration, (iii) Default relating 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 accelerationpremium, has been paidif any, (ivor interest or Additional Interest, if any) if it determines that withholding notice is in their interest. In the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver case of an Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the type described in premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 6.01(f) or (g) 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the Trustee shall have received extent permitted by law upon the acceleration of the Notes. If an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured occurs prior to May 1, 2009, by reason of any willful action or waived. No such rescission shall affect any subsequent Default inaction taken or impair any right consequent theretonot taken by the Company or on the Company's behalf with the intention of avoiding the prohibition on redemption of the Notes prior to May 1, 2009, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.