Common use of Acceleration Clause in Contracts

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If Upon the occurrence of an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause paragraph (e), (f) or (i) of Section 11(g8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or described remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in clause equity, the Funding Lender may, take such action (vi) of Section 11(g) whether directly or by virtue directing the actions of the fact that such clause encompasses clause Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (i) of Section 11(g)) has occurredincluding, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding shall automatically become to be immediately due and payable. (b) If ), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in Section 11(aparagraph (e), (f) or (bi) has occurred and is continuingof Section 8.1, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), Borrower Payment Obligations shall all be become immediately due and payable, in each and every case without presentment, notice or demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agreeBorrower hereby expressly waives any such notice or demand, that each holder anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of a Note has remedies hereunder and under the right to maintain its investment in the Notes free from prepayment Funding Loan Agreement shall be controlled by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesFunding Lender.

Acceleration. (a) If an Event of Default has occurred with respect to any Credit Party described the Company in Section 11(gconnection with an “Event of Default” under Sections 8.1(a)(6) or (h8.1(a)(7) (other than of the Indenture or an “Event of Default described in clause (iDefault” under Sections 9.02(5) or 9.02(6) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurredMortgage, all of the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition aggregate principal amount of the Notes at the time outstanding may at any time during the continuation of such Event of Default, at its or their option, by notice or notices to the Company, declare all of the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any timetime during the continuation of such Event of Default, at its or their option, by notice or notices to the Company, declare all of the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (hi) (other than an Event of Default described in clause (i) of Section 11(g11(h) or described in clause (vi) of Section 11(g11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(g11(h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to the Parent, the Company or any Credit Party Unencumbered Property Subsidiary described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(aa) or (b) has occurred of Section 9.1 hereof shall occur and is continuing, in addition be continuing with respect to any action that Note, the holder of such Note, may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices in writing to the Company, Company declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount balance of such NotesNote and all interest and Yield-Maintenance Premium, plus (x) all if any, accrued and unpaid interest thereon (includingto be, but not limited toand such amount shall thereupon become, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately forthwith due and payable, in each and every case without any presentment, demand, protest or further noticeother notice of any kind, all of which are hereby expressly waived. The Company acknowledges, and and, to the parties hereto agreeextent permitted by law, that each such holder may proceed to institute suit for the enforcement of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Makeprincipal, interest and Yield-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of Maintenance Premium, if any, on such Note. If an Event of Default, is intended including, without limitation, an Event of Default described in clause (a) or (b) of Section 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the unpaid balance of all Notes shall automatically become due and payable), the holders of at least a majority of the principal amount of the Notes at the time outstanding may, by notice in writing to provide compensation the Company, declare the entire unpaid balance of the Notes and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. The Company will forthwith pay to the holder or holders of all the Notes at the time outstanding the entire unpaid balance of and interest and Yield-Maintenance Premium, if any, accrued on the Notes. In addition, subject to the provisions of the Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such holder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for any injunction against violation of, any covenant or provision contained in the deprivation Notes or herein or in aid of such the exercise of any power granted in the Notes or herein, or by law or otherwise. Each of the Noteholders shall following an Event of Default have all of the rights of a Secured Party; provided, however, that no Noteholder shall have any right to enforce directly any of the rights or the security interests granted by the Security Agreement or the Control Agreement or to require the Collateral Agent to take or refrain from taking any action under such circumstancesthe Security Agreement or the Control Agreement.

Acceleration. (a) If Upon the occurrence of an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause paragraph (e), (f) or (i) of Section 11(g8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or described remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in clause equity, the Funding Lender may, take such action (vi) of Section 11(g) whether directly or by virtue directing the actions of the fact that such clause encompasses clause Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (i) of Section 11(g)) has occurredincluding, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Notes then outstanding shall automatically become Borrower Note to be immediately due and payable. (b) If ), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in Section 11(aparagraph (e), (f) or (bi) has occurred and is continuingof Section 8.1, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), Borrower Payment Obligations shall all be become immediately due and payable, in each and every case without presentment, notice or demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agreeBorrower hereby expressly waives any such notice or demand, that each holder anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of a Note has remedies hereunder and under the right to maintain its investment in the Notes free from prepayment Funding Loan Agreement shall be controlled by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesFunding Lender.

Acceleration. (a) If an Event In case one or more Events of Default with respect to any Credit Party described in Section 11(g) or (h) shall have occurred and be continuing (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described specified in Section 11(a6.01(h) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices with respect to the Company, declare all any of the Notes held Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary), either the Trustee by it notice in writing to the Company, or them to be immediately due and payable. (c) If any other Event the Holders of Default has occurred and is continuing, any holder or holders of a majority at least 30% in aggregate principal amount of the Notes of any Series at the time outstanding may at any time at its or their optionthen outstanding, by notice or notices in writing to the CompanyCompany and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes of to be due and payable immediately, and upon any such Series then outstanding to declaration the same shall become and shall be immediately due and payable. Upon If an Event of Default specified in Section 6.01(h) with respect to the Company, any Notes becoming due of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs and payable under this Section 12.1is continuing, whether automatically or by declaration100% of the principal of, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (includinginterest, but not limited toif any, interest accrued thereon at the Default Rate) on, all Notes shall become and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all automatically be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesimmediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the parties hereto agreepayment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that each holder shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a Note has court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the right nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to maintain its investment Section 6.09 and all amounts owing to the Trustee have been paid, then and in the Notes free from prepayment by the Company every such case (except as herein specifically provided forin the immediately succeeding sentence) and that the provision for payment Holders of a Make-Whole Amount majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company in and to the event that Trustee, may waive all Defaults or Events of Default with respect to the Notes are prepaid and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or are accelerated as a result of an rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, is intended or shall impair any right consequent thereon. Notwithstanding anything to provide compensation for the deprivation contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of such right under such circumstancesDefault resulting from (i) the nonpayment of the principal (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 12 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Required Holders, by notice, may declare the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any the Notes becoming due and payable under this Section 12.113.1, whether automatically or by declaration, such the Notes will forthwith mature and the entire unpaid principal amount of such the Notes, including any applicable premium, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree; provided, that for the avoidance of doubt, the amounts contemplated by Section 8.1(a) shall be payable in each case whether or not any payment, prepayment or redemption of the Notes is as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder thereof; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note has as the right to maintain its investment in result of the Notes free from prepayment by early payment and termination and the Company (except as herein specifically provided for) and agrees that it is reasonable under the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an any Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described specified in clause (i) of Section 11(g6.01(a)(6) or described (7)) occurs and is continuing under this Indenture, the Holders of at least 30.0% in clause (vi) of Section 11(g) by virtue aggregate principal amount of the fact then outstanding Notes by written notice to the Company and the Trustee or the Trustee by written notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(a)(6) or (7), all outstanding Notes shall be due and payable immediately without further action or notice. Any notice of Default, notice of acceleration or instruction to the Trustee or the 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 (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee and the Notes Collateral Agent, if applicable, that such clause encompasses clause Holder is not (ior, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of Section 11(g)) has occurred, a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes then outstanding are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall automatically become immediately due be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and payable. (b) If DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or the Notes Collateral Agent, as applicable. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe that a Directing Holder providing such Noteholder Direction 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 described in Section 11(a) or (b) has occurred that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and is continuing, in addition the cure period with respect to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by 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 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 the 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 or security such Holder may at have offered the Trustee or the Notes Collateral Agent), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee and the Notes Collateral Agent shall be deemed not to have received such Noteholder Direction or any timenotice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, at its any Noteholder Direction delivered to the Trustee or their optionthe Notes Collateral Agent during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraph. For the avoidance of doubt, by notice the Trustee and the Notes Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or notices 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 Company, declare all the Notes held by it any Holder or them to be immediately due and payable. (c) If any other Person in acting in good faith on a Noteholder Direction. If a Default for a failure to report or failure to deliver a required certificate in connection with another default (such other default, the “Initial Default”) occurs, then at the time such Initial Default is cured, the Default for a failure to report or failure to deliver a required certificate in connection with the Initial Default shall also be cured without any further action and any Default or Event of Default has occurred and is continuing, for the failure to comply with the time periods prescribed under Section 4.03 or otherwise to deliver any holder notice or holders certificate pursuant to any other provision of a majority in principal amount of this Indenture shall be deemed to be cured upon the Notes delivery of any Series at the time outstanding may at any time at its such report required by such covenant or their option, by such notice or notices certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. Any time period in this Indenture to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon cure any Notes becoming due and payable under this Section 12.1, whether automatically actual or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the alleged Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation Default may be extended or stayed by a court of such right under such circumstancescompetent jurisdiction.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gsuch paragraph (g) or described in clause (vi) of Section 11(gsuch paragraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gsuch paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of a majority in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in paragraph (g) of Section 11(g) or (h) 11 (other than an Event of Default described in clause (iiv) of Section 11(g) or described in clause paragraph (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gg)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, holders of more than 50% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gXI(g) or (h) (other than an Event of Default described in clause (i) of Section 11(gXI(g) or described in clause (vi) of Section 11(gXI(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gXI(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(aXI(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1§12.01, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon from the date of the Default giving rise to such Event of Default at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 12 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Required Holders, by notice, may declare the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any the Notes becoming due and payable under this Section 12.113.1, whether automatically or by declaration, such the Notes will forthwith mature and the entire unpaid principal amount of such the Notes, including any applicable premium, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree; provided, that for the avoidance of doubt, the amounts contemplated by 8.1(b) shall be payable in each case whether or not any payment, prepayment or redemption of the Notes is as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder thereof after September 30, 2020; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note has as the right to maintain its investment in result of the Notes free from prepayment by early payment and termination and the Company (except as herein specifically provided for) and agrees that it is reasonable under the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Parent Guarantor or the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledgesacknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) ), and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of Upon the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of Default, is intended to provide compensation and at any time thereafter while such Event of Default continues, then, and in each and every case, the Trustee in its own name and as trustee of an express trust, on behalf and for the deprivation benefit and protection of the Holders of all Outstanding Bonds, may proceed, and upon the written request of the Holders of not less than 25% in principal amount of the Outstanding Bonds, shall proceed, to declare the principal of all Outstanding Bonds, except as noted below, together with all accrued and unpaid interest thereon, if not already due, to be due and payable immediately, and upon any such declaration the same shall become and be due and payable immediately, anything contained in this Trust Agreement or any Supplemental Agreement or in any of the Bonds to the contrary notwithstanding. This provision is also subject, however, to the condition that, if at any time after the principal of the Bonds, together with the accrued and unpaid interest thereon and other moneys secured hereby, have been so declared due and payable and before any further action has been taken (other than the making of the above declaration), the principal amount of all Bonds which have matured either according to the maturity date or dates otherwise specified therein (except as a result of such declaration) and all arrears of interest upon all Bonds, except interest accrued but not yet due on said Bonds, have been paid or caused to be paid, and all other Events of Default, if any, which have occurred have been remedied, cured or secured, then and in each and every such case the Holders of 25% in principal amount of the Outstanding Bonds, by notice in writing delivered to the Trustee and the Corporation, may waive such Event of Default and its consequences and rescind and annul such declaration. No such waiver or rescission or annulment shall extend to or affect any subsequent default or impair or exhaust any right under or power related to such circumstancessubsequent default.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 51% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If any Event of Default occurs and is continuing (other than as specified in Sections 6.01(h) or (i)), the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Trustee and the Company may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from Sections 6.01(h) or (i) hereof, with respect to the Company, any Significant Subsidiary of the Company or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (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. (b) If an Event of Default occurs on or after May 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 1, 2003 by reason of any Credit Party willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 1998 ..............................................108.375% 1999 ..............................................107.538% 2000 ..............................................106.700% 2001 ..............................................105.863% 2002 ..............................................105.025% 2003 ..............................................104.188% (c) In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of a Payment Default or the acceleration of any Indebtedness described in Section 11(g6.01(e) or hereof, the declaration of acceleration of the Notes shall be automatically annulled if (hi) (other than an Event of any Payment Default described in clause (i) of such Section 11(ghas been cured or waived and (ii) or the holders of any accelerated Indebtedness described in clause (viii) of such Section 11(ghave rescinded the declaration of acceleration in respect of such Indebtedness provided in each such case that (a) by virtue such cure, waiver or rescission of such declaration of acceleration shall have been made in writing within 30 days of the fact that date of such clause encompasses clause Payment Default or declaration, as the case may be, and (ib) the annulment of Section 11(g)the acceleration of such Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (c) has occurredall existing Events of Default, all except nonpayment of principal or interest on the Notes then outstanding shall automatically become immediately that became due and payablesolely because of the acceleration of the Notes, have been cured or waived. (bd) If any A Default under Section 6.01(d) hereof is not an Event of Default described in Section 11(a) until the Trustee or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders the Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority least 25% in principal amount of the then outstanding Notes of any Series at the time outstanding may at any time at its or their option, by give written notice or notices to the Company, declare all Company of the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature default and the entire unpaid Company does not cure the Default within the period provided therein. The notice must specify in reasonable detail the Default, demand that it be remedied and state that the notice is a "Notice of Default". If the Holders of 25% or more in principal amount of the then outstanding Notes request the Trustee to give such Notesnotice on their behalf, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), Trustee shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesdo so.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payablepayable and the Facility shall automatically terminate. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and MetLife may at its option, by notice in writing to the Company, terminate the Facility. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited towithout limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount (if any), plus (in the case of clauses (x) and (y)) the Net Loss due on any Swapped Notes (if any), less (in the case of clause (y) only) any Net Gain with respect to such Swapped Notes (if any), determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and of Net Loss with respect to Swapped Notes by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of a majority or more in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xw) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yx) the any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the any Notes are prepaid or are accelerated as a result of an Event of Default, Default is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (i) or (hj) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (i) or described in clause (vi) of Section 11(gparagraph (i) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (i)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of 51% or more in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to the Company, the Issuer, the Subsidiary Guarantor or any Credit Party Significant Subsidiary described in Section 11(gparagraph (g) or (h) of Section 12 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority more than 50% in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the CompanyCompany and the Issuer, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 12 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company and the Issuer, declare all the Notes held by it to be immediately due and payable. Upon any Notes Note becoming due and payable under this Section 12.113.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined Amount, if any, in respect of such principal amount (to the full extent permitted by applicable law), ) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesand the Issuer acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company and the Issuer (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 25% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. In case one or more Events of Default shall have occurred and be continuing (a) If an whatever the reason for such Event of Default with respect and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any Credit Party described judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in Section 11(g) or (h) each and every such case (other than an Event of Default described specified in clause Section 7.01(i) with respect to the Company (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue and not solely with respect to a Subsidiary Guarantor of the fact that such clause encompasses clause Company), unless the principal of all of the Notes shall have already become due and payable (i) or waived), either the Trustee or the holders of Section 11(gat least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Noteholders)) has occurred, may declare 100% of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all the Notes then outstanding to be due and payable immediately, and upon any such declaration the same shall become and shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) , anything in this Indenture or in the Notes contained to the contrary notwithstanding. If any other an Event of Default has occurred specified in Section 7.01(i) with respect to the Company (and not solely with respect to a Subsidiary Guarantor of the Company) occurs and is continuing, any holder or holders the principal of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. Upon This provision, however, is subject to the conditions that if, at any time after the principal of the Notes becoming shall have been so declared due and payable under this Section 12.1payable, whether automatically and before any judgment or by declarationdecree for the payment of the monies due shall have been obtained or entered as hereinafter provided, such Notes will forthwith mature and the entire unpaid principal amount Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of such Notes, plus (x) all accrued and unpaid interest thereon and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (includingwith interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, but not limited toif any (to the extent that payment of such interest is enforceable under applicable law), interest accrued thereon and on such principal at the Default Raterate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 8.06, and if (y1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all Events of Defaults under this Indenture, other than the Make-Whole Amount determined nonpayment of principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 7.07, then and in every such case the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding any other provision of this Indenture or the Notes, no Settlement Extension through the Maximum Extension Date as permitted under Section 15.11 shall constitute an Event of Default. Further, for so long as a Credit Facility Default shall continue following the Maximum Extension Date in respect of any Affected Notes and delivery of the Conversion Obligation in respect of such Affected Notes would, as a result, constitute a breach of the Credit Facility, the Notes shall not be subject to acceleration pursuant to this Section 7.02 unless the aggregate principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, Notes that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision been tendered for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of conversion at any such right under such circumstancestime exceeds $50 million.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable, and the Facility shall automatically terminate. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and Prudential may, by notice to the Company, terminate the Facility. (c) If any Event of Default described in Section 11(aparagraph (a) or (b) of Section 11 has occurred and is continuing, in addition continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount or other premium determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (G) or (hH) of SECTION 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (G) or described in clause (vi) of Section 11(gparagraph (G) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (G)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 51% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Section 12.1(c)Event of Default described in paragraph (A) or (B) of SECTION 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note becoming due and payable under this Section SECTION 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g10(e) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)f) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a10(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (cd) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.111.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancescircumstances and does not constitute payment of unaccrued future interest.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (ia), (b) or (e) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred 10.1 hereof occurs and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c)the Trustee may, any holder or holders and upon the request of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders owners of a majority in principal amount of the Notes of any Series at the time all Bonds then outstanding may at any time at its or their optionshall, by notice or notices in writing to the Issuer and the Company, declare the principal of all the Notes of such Series Bonds then outstanding outstand-ing to be immediately due and payable. Upon any Notes becoming ; and upon such declaration the principal of all of the Bonds, together with interest accrued thereon to the date of acceleration, shall become due and payable under this Section 12.1immediately at the place of payment provided therein, whether automatically anything in the Indenture or by declarationin the Bonds to the contrary notwith-standing. Immediately after any acceleration hereunder, such Notes will forthwith mature the Trustee, to the extent it has not already done so, shall notify in writing the Issuer and the entire unpaid principal amount Company of the occur-rence of such Notesacceleration. Upon the occurrence of any acceleration hereunder, plus (xthe Trustee shall immediately declare all payments under the Loan Agreement pursuant to Section 5.2 thereof to be due and payable immediately. Upon the occurrence and continuance of an Event of Default under Section 10.1(c) all accrued hereof, and unpaid interest thereon (includingfurther upon the condition that, but not limited toin accordance with the terms of the Company Mortgage, interest accrued thereon at the Default Rate) Collateral Trust Mortgage Bonds shall have become immediately due and (y) payable pursuant to any provision of the Make-Whole Amount determined in respect of such principal amount (to Company Mortgage, the full extent permitted by applicable law)Bonds shall, shall all without further action, become and be immediately due and payable, anything in each and every case without presentment, demand, protest this Indenture or further notice, all of which are hereby waived. The Company acknowledgesin the Bonds to the contrary notwithstanding, and the parties hereto agreeTrustee shall give notice thereof in writing to the Issuer and the Company, that each holder of a Note has the right and notice to maintain its investment Bondholders in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated same manner as a result notice of an Event of Default, is intended to provide compensation for the deprivation of such right redemption under such circumstancesSection 3.2 hereof.

Acceleration. (a) If an Event of Default with respect to any Credit Party Obligor described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition aggregate principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to any action that may Obligor, declare all the Notes of such Series then outstanding to be taken pursuant immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to Section 12.1(c)any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the CompanyObligors, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company any Obligor (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in paragraph (f) of Section 11(g) or (h) 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (f) or described in clause (viiii)(C) of Section 11(gparagraph (f) by virtue of the fact that such clause paragraph encompasses clause (i) of Section 11(gparagraph (f)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, holders of more than 50% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) of Section 12.1(c)11 has occurred and is continuing, any the holder or holders of not less than $50,000,000 in principal amount of the Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the CompanyIssuer, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the any applicable Make-Whole Amount Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company Issuer acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company Issuer (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, by the Company Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of Upon the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of Default, is intended to provide compensation and at any time thereafter while such Event of Default continues, then, and in each and every case, the Trustee in its own name and as trustee of an express trust, on behalf and for the deprivation benefit and protection of the Holders of all Outstanding Obligations, may proceed, and upon the written request of the Holders of not less than 25% in principal amount of the Outstanding Obligations, shall proceed to declare the principal of all Outstanding Obligations, together with all accrued and unpaid interest thereon, if not already due, to be due and payable immediately, and upon any such declaration the same shall become and be due and payable immediately, anything contained in this Trust Agreement or any Supplemental Agreement or in any of the Series 2020 Notes to the contrary notwithstanding. This provision is also subject, however, to the condition that, if at any time after the principal of the Series 2020 Notes, together with the accrued and unpaid interest thereon and other moneys secured hereby, have been so declared due and payable and before any further action has been taken (other than the making of the above declaration), the principal amount of all Obligations which have matured either according to the maturity date or dates otherwise specified therein (except as a result of such declaration) and all arrears of interest upon all Obligations, except interest accrued but not yet due on said Obligations, have been paid or caused to be paid, and all other Events of Default, if any, which have occurred have been remedied, cured or secured, then and in each and every such case the Holders of 25% in principal amount of the Outstanding Obligations, by notice in writing delivered to the Trustee and the Corporation, may waive such Event of Default and its consequences and rescind and annul such declaration. No such waiver or rescission or annulment shall extend to or affect any subsequent default or impair or exhaust any right under or power related to such circumstancessubsequent default.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (hi) (other than an Event of Default described in clause (ivii) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g11(i)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, either (i) any original Purchaser or Affiliate thereof (provided, that notwithstanding the definition thereof, “Affiliate” shall include any Person that acts as investment adviser in addition to the ordinary course of business on behalf of the account of any action that may be taken pursuant to Section 12.1(c), any original Purchaser) which is a holder or holders of Notes at the time outstanding affected by such Event of Default or (ii) the Required Holders may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. In case one or more Events of Default shall have occurred and be continuing (a) If an whatever the reason for such Event of Default with respect and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any Credit Party described judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in Section 11(g) or (h) each and every such case (other than an Event of Default described specified in clause Section 3.01(h) with respect to the Company (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue and not solely with respect to a Significant Subsidiary of the fact Company, or a group of Subsidiaries of the Company that such clause encompasses clause in aggregate would constitute a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable (i) or waived), either the Trustee or the holders of Section 11(g)) has occurred, all at least 25% in aggregate principal amount of the Notes then outstanding shall automatically become immediately due by notice in writing to the Company (and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(cthe Trustee if given by Noteholders), any holder or holders may declare 100% of Notes at the time outstanding affected by such Event principal of Default may at any timeand accrued and unpaid interest and accrued and unpaid Additional Interest, at its or their optionif any, by notice or notices to the Company, declare on all the Notes held by it or them to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. (c) , anything in this Indenture or in the Notes contained to the contrary notwithstanding. If any other an Event of Default has occurred specified in Section 3.01(h) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company) occurs and is continuing, any holder or holders the principal of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. Upon This provision, however, is subject to the conditions that if, at any time after the principal of the Notes becoming shall have been so declared due and payable under this Section 12.1payable, whether automatically and before any judgment or by declarationdecree for the payment of the monies due shall have been obtained or entered as hereinafter provided, such Notes will forthwith mature and the entire unpaid principal amount Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of such Notes, plus (x) all accrued and unpaid interest thereon and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (includingwith interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount if any (to the full extent permitted by that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 6.06 of the Base Indenture, then and in every such case the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgescease to exist, and the parties hereto agreeany Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, that each holder upon conversion, cash, shares of Common Stock or a Note has the right combination of cash and shares of Common Stock, as applicable, due upon conversion) shall be deemed to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) have been cured for every purpose of this Indenture; but no such waiver or rescission and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid annulment shall extend to or are accelerated as a result of an shall affect any subsequent Default or Event of Default, is intended to provide compensation for the deprivation of such or shall impair any right under such circumstancesconsequent thereon.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in paragraph (a) of Section 11(a) or (b) 11 has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of 25% or more in principal amount of the Notes at the time outstanding affected by such Event of Default may at any timemay, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If if any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) In addition to the collective remedies of the holders of the Notes in clause (b), if any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority more than 51% in principal amount of any Series of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Yield Maintenance Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Yield Maintenance Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) ), and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Parent Guarantor or the Company described in Section 11(g), (h) or (hi) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledgesacknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payablepayable and the Facility shall automatically terminate. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and Prudential may at its option, by notice in writing to the Company, terminate the Facility. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited towithout limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If On and at any time after the occurrence of an Event of Default with respect which is subsisting the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to any Credit Party described in Section 11(gthe Obligors' Agent: (a) or (h) (other than declare that an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.; and/or (b) If cancel the Total Commitments; and/or (c) declare that all or part of the Advances to some or all of the Borrowers be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent (and if any Event of Default described in Section 11(a) or (b) has occurred such demand is subsequently made those Advances, together with accrued interest and is continuingall other amounts accrued under this Agreement, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to shall be immediately due and payable.); and/or (cd) If any other Event of Default has occurred and is continuing, any holder declare that all or holders of a majority in principal amount part of the Notes Advances to some or all of any Series at the time outstanding may at any time at its or their optionBorrowers, by notice or notices to the Companytogether with accrued interest, declare and all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable other amounts accrued under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all Agreement be immediately due and payable, in each whereupon they shall become immediately due and every case without presentment, demand, protest payable; and/or (e) require the payment to the Facility Agent of a sufficient sum to cover the Outstanding Liability Amounts under some or further notice, all outstanding Documentary Credits issued for the account of some or all of which are hereby waived. The Company acknowledgesthe Borrowers, whereupon the same shall become immediately due and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment payable by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount relevant Borrowers and, once paid, shall be held by the Company Facility Agent in an interest bearing account for application in reimbursing the event that LC Bank or the Notes are prepaid Lenders forthwith for all payments made or are accelerated as a result to be made under such outstanding Documentary Credits, PROVIDED THAT (I) no action or determination by any of the Finance Parties shall be required in respect of any or all of the obligations and liabilities (whether actual or contingent) of any Obligor upon or at any time after the occurrence of an Event of DefaultDefault specified in Clause 23.1(j)(ii) in respect of any U.S. Obligor and on the occurrence of any such Event of Default all of the obligations and liabilities of the Obligors shall become automatically and immediately due and payable and, is intended (II) provided further that the Facility Agent (on the instructions of the Majority Lenders) can by notice to provide compensation for the deprivation of Obligors' Agent rescind any such right under such circumstancesacceleration in whole or in part.

Acceleration. (ai) If an Event of Default with respect to any Credit Party described in Section 11(gparagraph (f) or (hg) of Section 5 hereof shall occur, this Note and the obligation to pay the principal and accrued interest hereunder shall automatically become immediately due and payable without any action or notice on the part of the Payee. (other than ii) If an Event of Default described in clause paragraphs (a), (b), (d), (e), (h), (i), (j), (k), (l) or (m) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) 5 hereof has occurred, all and at any time thereafter during the Notes continuance of such event, the Payee may declare the then outstanding shall automatically become immediately amounts hereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable. (b) If any Event and thereupon the principal of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them amounts hereunder so declared to be immediately due and payable., together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker; (ciii) If any other Event of Default described in Section 5 has occurred occurred, Payee shall deliver notice of such event to Maker and is continuingthereupon Maker shall have twenty (20) calendar days to cure such Event of Default, any holder or holders Events of a majority in principal amount Default ("Cure Period"). If Maker does not cure the Event of Default, or Events of Default, during the Notes of any Series at the time outstanding may Cure Period, then at any time at its or their option, by notice or notices to thereafter during the Company, declare all the Notes continuance of such Series event, the Payee may declare the then outstanding amounts hereunder to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) thereupon the Make-Whole Amount determined in respect of such principal amount (amounts hereunder so declared to the full extent permitted by applicable law), shall all be immediately due and payable, in each together with accrued interest thereon and every case all other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or further noticeother notice of any kind, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment waived by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesMaker.

Acceleration. (a) If an Event of Default with respect to any Credit Party an Obligor described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority more than 50% in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the CompanyObligors, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to an Obligor, declare all the Notes held by it to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesObligors acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company Obligors (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. AZZ incorporated Note Purchase Agreement (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (bc) If any Event of Default described in Section 11(aparagraph (a) or (b) of Section 11 has occurred and is continuing, in addition continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of 35% or more in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event Upon the occurrence and during the continuance of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(gthe foregoing Subsections 6.1(F) or described 6.1(G), the unpaid principal amount of and accrued interest and fees (including Breakage Fees, if any) on the Loans, payments under the Letters of Credit and all other Obligations (other than Obligations under any Related Secured Hedge Agreement to which a Lender or an Affiliate of a Lender is a party, which may be accelerated solely in clause (vithe discretion of such Lender or Affiliate of a Lender party thereto) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or further noticeother requirements of any kind, all of which are hereby waived. The Company acknowledgesexpressly waived by Borrower, and the parties hereto agree, that each holder obligations of a Note has Lenders to make Loans and issue Letters of Credit shall thereupon terminate. Upon the right to maintain its investment in occurrence and during the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment continuance of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an any other Event of Default, Administrative Agent may and upon written demand of Requisite Lenders shall by written notice to Borrower declare all or any portion of the Loans, all or any Letter of Credit and all or some of the other Obligations (other than Obligations under any Related Secured Hedge Agreement to which a Lender or an Affiliate of a Lender is intended to provide compensation for a party, which may be accelerated solely in the deprivation discretion of such right under Lender or Affiliate of a Lender party thereto) to be, and the same shall forthwith become, immediately due and payable together with accrued interest and fees (including Breakage Fees, if any) thereon, and upon such circumstancesacceleration the obligations of Lenders to make Loans and issue Letters of Credit shall thereupon terminate and Borrower shall immediately comply with the provisions of Subsection 1.17.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (bc) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder Holder or holders Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount Amount, if any, the Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder Holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, a Floating Rate Prepayment Amount and a LIBOR Breakage Amount, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with (in respect to any Credit Party described in Section 11(gof the Issuer) occurs and is continuing under Sections 11.(g) or (h) (other than an Event ), then the outstanding principal of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue and interest on the Notes, plus all accrued but unpaid interest on the principal amount of the fact that such clause encompasses clause Notes, plus the Prepayment Premium (iif any), plus the Equity Option Fee (if any) of Section 11(g)) has occurredand any other unpaid fees, all the Notes then outstanding shall automatically become immediately due and payable. (b) If , without presentment, demand, protest or notice of any Event kind, all of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) which are expressly waived. If any other Event of Default has occurred occurs and is continuing, any holder or holders the Majority Holders, by written notice to the Issuer, may declare the principal of a majority in and interest on the Notes, plus all accrued but unpaid interest on the principal amount of the Notes Notes, plus the Prepayment Premium (if any), plus the Equity Option Fee (if any) and any other unpaid fees, to all be due and immediately payable. Upon any such declaration of any Series at the time outstanding may at any time at its or their optionacceleration, by notice or notices to the Companyall such principal, declare all the Notes of such Series then outstanding to be interest, premiums and fees, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived, and the Holders and the Collateral Agent shall be entitled to exercise all of their rights and remedies hereunder and under such Note or any other Note Document whether at law or in equity. Upon Notwithstanding anything herein to the contrary, if the Notes are accelerated pursuant to this Section 11.2(a) as a result of the failure by the Issuer to comply with any Notes becoming Financial Covenant set forth in Section 8.14(a) or Section 8.14(b) and such failure was by less than 0.10x of the Consolidated Total Net Leverage Ratio or the Interest Coverage Ratio, as applicable, then the Prepayment Premium, but not the Equity Option Fee, shall become immediately due and payable under this Section 12.1payable, whether automatically in addition to all other principal, interest, premiums, fees and Obligations. (b) Without limiting the generality of the foregoing, in the event the Notes are accelerated or by declaration, such Notes will forthwith mature and otherwise become due on or prior to the entire unpaid principal amount Maturity Date in respect of such Notes, plus (x) all accrued and unpaid interest thereon any Event of Default (including, but not limited to, interest accrued thereon at upon the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of DefaultDefault arising under Sections 11.1(g) or (h) (including the acceleration of claims by operation of law)), the Prepayment Premium and the Equity Option Fee with respect to an optional prepayment pursuant to Section 3.4 will also be due and payable as though the Notes were optionally prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium or fee (including the Prepayment Premium and Equity Option Fee) payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is intended reasonable under the circumstances currently existing. The premium (including the Prepayment Premium and Equity Option Fee) shall also be payable in the event the Notes (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM AND FEE (INCLUDING THE PREPAYMENT PREMIUM AND EQUITY OPTION FEE) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to provide compensation the fullest extent it may lawfully do so) that: (A) the premium and fees (including the Prepayment Premium and Equity Option Fee) are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium and fees (including Prepayment Premium and Equity Option Fee) shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the deprivation premium and the fee (including the Prepayment Premium and Equity Option Fee); and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium and fees (including the Prepayment Premium and Equity Option Fee) to holders of such right under such circumstancesthe Notes as herein described is a material inducement to the Holders to purchase the Notes.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 331/3% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. In case one or more Events of Default shall have occurred and be continuing (a) If an whatever the reason for such Event of Default with respect and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any Credit Party described judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in Section 11(g) or (h) each and every such case (other than an Event of Default described specified in clause Section 3.01(g) with respect to the Company (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue and not solely with respect to a Significant Subsidiary of the fact Company, or a group of Subsidiaries of the Company that such clause encompasses clause in aggregate would constitute a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable (i) or waived), either the Trustee or the holders of Section 11(gat least 25% in aggregate principal amount of the Notes then Outstanding by notice in writing to the Company (and to the Trustee if given by Noteholders)) has occurred, may declare 100% of the principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all the Notes then outstanding to be due and payable immediately, and upon any such declaration the same shall become and shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) , anything in this Indenture or in the Notes contained to the contrary notwithstanding. If any other an Event of Default has occurred specified in Section 3.01(g) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company) occurs and is continuing, any holder or holders the principal of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. Upon This provision, however, is subject to the conditions that if, at any time after the principal of the Notes becoming shall have been so declared due and payable under this Section 12.1payable, whether automatically and before any judgment or by declarationdecree for the payment of the monies due shall have been obtained or entered as hereinafter provided, such Notes will forthwith mature and the entire unpaid principal amount Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of such Notes, plus (x) all accrued and unpaid interest thereon and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (includingwith interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount if any (to the full extent permitted by that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06 of the Base Indenture, then and in every such case the holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgescease to exist, and the parties hereto agreeany Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, that each holder upon conversion, cash, shares of Common Stock or a Note has the right combination of cash and shares of Common Stock, as applicable, due upon conversion) shall be deemed to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) have been cured for every purpose of this Indenture; but no such waiver or rescission and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid annulment shall extend to or are accelerated as a result of an shall affect any subsequent Default or Event of Default, is intended or shall impair any right consequent thereon. In case the Trustee shall have initiated proceedings to provide compensation for enforce any right with respect to the deprivation Notes and such proceedings shall have been discontinued or abandoned because of such right under rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such circumstancescase, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) ), and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a1) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)11(i) has occurred, all the Notes then outstanding shall ------------- ----- automatically become immediately due and payable. (b2) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (3) If any Event of Default described in Section 11(aclause (a) or (b) of Section 11 ---------- --- ---------- has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether ------------ automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount Prepayment Cost determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount the Prepayment Cost by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of Notwithstanding the fact that such clause encompasses clause (i) of Section 11(g)) has occurredabove, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall the outstanding Principal Amount and all be accrued Interest that would have been due up to the Maturity Date will immediately become due and payablepayable in cash, (i) at the Holder’s sole discretion as shall be indicated in each a written notice provided by it to the Company, upon the occurrence of any of the events mentioned in subsections 9.3, 9.4, 9.5 9.6 9.7, 9.8, 9.9, 9.10, 9.11 or 9.12 herein prior to the conversion or repayment of the Principal Amount, and every case (ii) automatically upon the occurrence of any of the events mentioned in subsections 9.1 or 9.2 herein prior to the conversion or full repayment of the Principal Amount, without presentment, demand, protest or further noticenotice of any kind, all of which are hereby waivedexpressly waived by the Company. The Company acknowledgesshall provide immediate notice to the Holder upon occurrence of any of the events mentioned in subsections 9.1 through 9.12 herein. 9.1 The commencement by the Company or third party of any liquidation proceedings, the adoption of a winding up resolution, the appointment of a receiver or trustee over all, or substantially all, of Company's assets, the filing of a request for freezing proceedings by creditors against the Company or the calling by the Company of a meeting of creditors in order to enter into a scheme of arrangement, if such liquidation proceedings or appointment of a receiver or trustee have not been cancelled, stayed or removed within thirty (30) days. 9.2 The levy of an attachment or the institution of execution proceedings against all or substantially all, of Company's assets, if such attachment or proceedings have not been cancelled, stayed or removed within thirty (30) days. 9.3 Failure by the Company to pay any Principal Amount when and as the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise. 9.4 Failure by the Company to pay any payment of Interest when and as the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise. 9.5 Any other material breach by the Company of any of its material undertakings or obligations herein, provided that the Company was afforded in writing fourteen (14) days to cure such breach (only to the extent such breach is reasonably curable) and failed to cure. 9.6 Upon or after the occurrence of a default with respect to any other outstanding indebtedness of the Company for borrowed money the holder thereof declares all obligations with respect to such indebtedness to be due and payable prior to the stated maturity at regularly scheduled dates of payment with respect to such indebtedness. 9.7 The cessation or suspension for a period of more than forty five (45) consecutive days of trade in the Company’s securities on any stock exchange or other public market in which the Company’s securities were registered for trade. 9.8 The Company shall cease to operate all, or substantially all, of its business for a period of more than ten (10) consecutive business days, other than in consequence of merger, acquisition and the parties hereto agree, that each holder like. 9.9 the consummation of a Note has transaction or a series of transactions, including, without limitation, merger, consolidation or issuance of shares, whereby, or as a result thereof, the Company's shareholders prior thereto hold 50% or less of the voting power of the Company, the surviving entity or the new entity (as the case may be) or no longer have the power or the right to maintain its investment in elect or appoint more than fifty (50%) percent of the Notes free from prepayment by members of the board of directors of the Company (except as herein specifically provided for) and that or such entity. 9.10 Other than the provision for payment sale of a Make-Whole Amount certain assets to On Track Innovations Ltd. pursuant to the Asset Purchase Agreement dated November 7, 2006, the sale or disposition by the Company in a single transaction, or a series of related transactions, of assets for consideration that is greater than $1,500,000 (“Qualified Sale”); provided, however, that notwithstanding the event that first sentence of this Section 9, upon the Notes are prepaid or are occurrence of a Qualified Sale, this Bond shall be accelerated as a result only up to two-thirds (2/3) of an Event of Defaultthe consideration received from such Qualified Sale. In case such consideration shall be in any form other than cash, is intended to provide compensation for the deprivation valuation of such right under consideration shall be as determined by an appraiser to be appointed upon mutual consent of the Holder and the Company (or, in lack of such circumstancesconsent, by the President of the Institute of Certified Public Accountants in Israel). 9.11 The failure by the Company to meet, according to its audited financial statements, any of the following EBITDA in any of the following fiscal periods: 2007: ($1M) 2008: $1M 2009 (1st half): $1M 9.12 A tender offer or other broad solicitation by the Company or a third party to purchase 100% of the Company’s publicly held Ordinary Shares, or to otherwise obtain a controlling interest in the Company.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) 10.05 has occurred, all the Senior Notes then outstanding and all Obligations owing or hereunder and thereunder shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) 10.01 has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders Holder of Senior Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Senior Notes then outstanding and held by it or them such Holder to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder Holder or holders Holders of a majority more than 50% in principal amount of the Senior Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Senior Notes of such Series then outstanding to be immediately due and payable. Upon any Senior Notes becoming due and payable under this Section 12.111.01, whether automatically or by declaration, such Senior Notes will forthwith mature and the entire unpaid principal amount of such Senior Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder Holder of a Note has the right to maintain its investment in the Senior Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Senior Notes are prepaid or are accelerated as a result of an Event of Default, Default is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Parent Guarantor or the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledgesacknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.. Essex Portfolio, L.P. Note Purchase Agreement

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. STEPAN COMPANY NOTE PURCHASE AGREEMENT (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (bc) If any Event of Default described in Section 11(aparagraph (a) or (b) of Section 11 has occurred and is continuing, in addition continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g10.1(h) or (hSection 10.1(i) (other than an Event of Default described in clause (i) of Section 11(g10.1(h) or described in clause (vi) of Section 11(g10.1(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(g10.1(h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time, at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a10.1(a) or (bSection 10.1(b) has occurred and is continuing, in addition continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.111.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as for scheduled prepayments herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid (whether pursuant to Section 7.2 or otherwise) or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (aA) If at any time or during any period, (i) Telewest or any member of the TCN Group (other than an Immaterial Group Entity) shall reside or have a domicile, a place of business or a property in the United States (to the extent that such residence, domicile, place of business or property is sufficient for a person to become a "debtor" under section 109(a) of the U.S. Federal Bankruptcy Code) and (ii) an Event of Default specified in clauses 13.1(h) to (n) shall have occurred and be continuing in respect of Telewest or any such member of the TCN Group, as applicable, in furtherance of which Event of Default an order for relief with respect to any Credit Party described in Section 11(g) Telewest or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue such member of the fact that such clause encompasses clause TCN Group, as applicable, shall actually be (ior shall be deemed to have been) entered under the U.S. Federal Bankruptcy Code, then the obligation of Section 11(g)) has occurred, each Bank to make its Commitment available shall be automatically terminated and the Loan and all the Notes then outstanding interest and commitment commission accrued and all other sums payable under this Agreement immediately shall automatically become immediately due and payable. (bB) If At any time after the happening of any Event of Default described (other than in Section 11(athe circumstances set out in sub-clause (A) above), so long as the same is continuing and so long as either (1) the agent under the Senior Loan Agreement has accelerated the Senior Loan under clause 13.2 of the Senior Loan Agreement or (2) 365 days have elapsed since the occurrence of the Event of Default, the Agent may, and if so requested by the Majority Banks shall, without prejudice to any other rights of the Banks, by notice to the Borrower declare that: (a) the obligation of each Bank to make its Commitment available shall be terminated, whereupon the Commitments shall be reduced to zero forthwith; and/or (b) has occurred the Loan and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately interest and commitment commission accrued and all other sums payable under this Agreement have become due and payable., whereupon the same shall, immediately, or on demand or otherwise in accordance with the terms of such notice, become due and payable; and/or (c) If it and/or the Security Trustee shall exercise any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices rights granted to the CompanyAgent, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable Security Trustee or the Banks under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesSecurity Documents.

Acceleration. (a) If an Event of Default with respect to the Parent Guarantor, the Company or any Credit Party Subsidiary Guarantor described in Section 11(g), (h) or (hi) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.. 59 DB1/ 88987621.10 (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Parent Guarantor, declare all the Notes then outstanding to be immediately due and payable. 60 DB1/ 88987621.10 (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the CompanyParent Guarantor, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) Rate upon the occurrence and during the continuance of an Event of Default), (y) the applicable Make-Whole Amount or Modified Make-Whole Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), as applicable, and (z) any Net Loss with respect to any Swapped Note and, subject to Section 8.11, less the amount of any Net Gain with respect to any Swapped Note, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesObligors acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and/or Modified Make-Whole Amount, if any, by the Company in the event that if the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 25% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of Notwithstanding the fact that such clause encompasses clause (i) of Section 11(g)) has occurredabove, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall the outstanding Principal Amount and all be accrued Interest that would have been due up to the Maturity Date will immediately become due and payablepayable in cash, (i) at the Holder’s sole discretion as shall be indicated in each a written notice provided by it to the Company, upon the occurrence of any of the events mentioned in subsections 9.3, 9.4, 9.5 9.6 9.7, 9.8, 9.9, 9.10, 9.11 or 9.12 herein prior to the conversion or repayment of the Principal Amount, and every case (ii) automatically upon the occurrence of any of the events mentioned in subsections 9.1 or 9.2 herein prior to the conversion or full repayment of the Principal Amount, without presentment, demand, protest or further noticenotice of any kind, all of which are hereby waivedexpressly waived by the Company. The Company acknowledgesshall provide immediate notice to the Holder upon occurrence of any of the events mentioned in subsections 9.1 through 9.12 herein. 9.1 The commencement by the Company or third party of any liquidation proceedings, the adoption of a winding up resolution, the appointment of a receiver or trustee over all, or substantially all, of Company's assets, the filing of a request for freezing proceedings by creditors against the Company or the calling by the Company of a meeting of creditors in order to enter into a scheme of arrangement, if such liquidation proceedings or appointment of a receiver or trustee have not been cancelled, stayed or removed within thirty (30) days. 9.2 The levy of an attachment or the institution of execution proceedings against all or substantially all, of Company's assets, if such attachment or proceedings have not been cancelled, stayed or removed within thirty (30) days. 9.3 Failure by the Company to pay any Principal Amount when and as the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise. 9.4 Failure by the Company to pay any payment of Interest when and as the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise. 9.5 Any other material breach by the Company of any of its material undertakings or obligations herein, provided that the Company was afforded in writing fourteen (14) days to cure such breach (only to the extent such breach is reasonably curable) and failed to cure. 9.6 Upon or after the occurrence of a default with respect to any other outstanding indebtedness of the Company for borrowed money the holder thereof declares all obligations with respect to such indebtedness to be due and payable prior to the stated maturity at regularly scheduled dates of payment with respect to such indebtedness. 9.7 The cessation or suspension for a period of more than forty five (45) consecutive days of trade in the Company’s securities on any stock exchange or other public market in which the Company’s securities were registered for trade. 9.8 The Company shall cease to operate all, or substantially all, of its business for a period of more than ten (10) consecutive business days, other than in consequence of merger, acquisition and the parties hereto agree, that each holder like. 9.9 the consummation of a Note has transaction or a series of transactions, including, without limitation, merger, consolidation or issuance of shares, whereby, or as a result thereof, the Company's shareholders prior thereto hold 50% or less of the voting power of the Company, the surviving entity or the new entity (as the case may be) or no longer have the power or the right to maintain its investment in elect or appoint more than fifty (50%) percent of the Notes free from prepayment by members of the board of directors of the Company (except as herein specifically provided for) and that or such entity. 9.10 Other than the provision for payment sale of a Make-Whole Amount certain assets to On Track Innovations Ltd. pursuant to the Asset Purchase Agreement dated November 7, 2006, the sale or disposition by the Company in a single transaction, or a series of related transactions, of assets for consideration that is greater than $1,500,000 (“Qualified Sale”); provided, however, that notwithstanding the event that first sentence of this Section 9, upon the Notes are prepaid occurrence of a Qualified Sale, this Bond shall be accelerated only up to two-thirds (2/3) of the consideration received from such Qualified Sale. In case such consideration shall be in any form other than cash, the valuation of such consideration shall be as determined by an appraiser to be appointed upon mutual consent of the Holder and the Company (or, in lack of such consent, by the President of the Institute of Certified Public Accountants in Israel). 9.11 The failure by the Company to meet, according to its audited financial statements, any of the following EBITDA in any of the following fiscal periods: 2007: ($1M) 2008: $1M 2009 (1st half): $1M 9.12 A tender offer or are accelerated as other broad solicitation by the Company or a result third party to purchase 100% of the Company’s publicly held Ordinary Shares, or to otherwise obtain a controlling interest in the Company. 9.13 The occurrence of an Event as such term is used in Section 2(a) of Defaultthe Registration Rights Agreement, is intended to provide compensation for dated as of the deprivation date hereof, by and between the Holder and the Company (the “Rights Agreement”); provided, however, that notwithstanding the first sentence of such right under such circumstancesthis Section 9, this Bond shall be accelerated in accordance with Section 2(a) of the Rights Agreement.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11.2(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g11.2(g) or described in clause (vi) of Section 11(g11.2(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g11.2(g)) has occurred, all the Notes Series Q Bonds then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 66-2/3% in principal amount of the Series Q Bonds at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Series Q Bonds then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a11.2(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes Series Q Bonds at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes Series Q Bonds held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Series Q Bonds becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Series Q Bonds will forthwith mature and the entire unpaid principal amount of such NotesSeries Q Bonds, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note Series Q Bond has the right to maintain its investment in the Notes Series Q Bonds free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes Series Q Bonds are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If In the case of an Event of Default with respect to any Credit Party described specified in Section 11(gclause (9) or (h) (other than an Event of Default described in clause (i10) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred6.01 hereof, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices with respect to the Company, declare any Guarantor that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all the outstanding Notes held by it or them to be immediately will become due and payable. (c) payable immediately without further action or notice. If any other Event of Default has occurred occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any holder or holders such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after June 1, 2008 by reason of any Series at willful action (or inaction) taken (or not taken) by or on behalf of the time outstanding may at any time at its or their option, by notice or notices Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company, declare all Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued an equivalent premium shall also become and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, to the extent permitted by law, anything in each and every case without presentment, demand, protest this Indenture or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by to the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of contrary notwithstanding. If an Event of DefaultDefault occurs prior to June 1, is intended 2008 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 provide compensation such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on June 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 deprivation provisions of such right under such circumstances.this sentence):

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (f), (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (f) or described in clause (vi) of Section 11(gparagraph (f) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (f)) has occurred, all the Notes then outstanding shall automatically become immediately due and payablepayable and the Facility shall automatically terminate. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and Prudential may, at its option, by notice in writing to the Company, terminate the Facility. (c) If any Event of Default described in Section 11(aparagraph (a) or (b) of Section 11 has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders 1 NTD: Please complete this blank. ​ ​ ​ of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount Amount, if any, and any other premium, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount Amount, if any, and any other ​ 1 NTD: Please complete this blank. ​ premium, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gCLAUSES (VII) or (h) (other than an Event of Default described in clause (iVIII) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) PARAGRAPH 10 has occurred, all the Notes then outstanding shall automatically become immediately due and payablepayable at 100% of the principal amount thereof together with all interest accrued thereon and the Make-Whole Amount, without presentment, demand, protest or notice of any kind, all of which are expressly waived by the Company. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuingoccurred, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding Required Holders may at any time at its or their optionoption declare each Note to be, by notice or notices to the Company, declare all the Notes of such Series then outstanding to and each Note shall thereupon be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and at 100% of the entire unpaid principal amount of such Notes, plus (x) thereof together with all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)Amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticenotice of any kind, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment expressly waived by the Company Company. (except as herein specifically provided forc) if an Event of Default specified in CLAUSE (I) or (II) of PARAGRAPH 10 has occurred, any Holder, whether or not the Required Holders have declared each Note to be due and that payable pursuant to the provision for payment immediately preceding SUBPARAGRAPH (B), may declare each Note held by such Holder to be immediately due and payable at 100% of a the principal amount thereof together with interest accrued thereon and Make-Whole Amount Amount, without presentment, demand, protest or notice of any kind, all of which are expressly waived by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesCompany.

Acceleration. (a) If an Event Upon the occurrence of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) 14.1(f), the unpaid principal amount of and accrued interest on the Notes shall automatically become due and payable, and there shall also be due and payable the applicable Premium, if any, in respect of the unpaid principal amount of the Notes, all without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or any other notice of any kind, which are hereby waived, and the obligation of ING to extend any further credit pursuant to the terms hereof shall immediately terminate. (b) has occurred and is continuing, in addition to Upon the occurrence of any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default other than as described in Section 14.1(f), (i) ING may at any timetime terminate the Series B Commitment on the date stated in its written notice to the Company, and (ii) the Required Holders may at any time (unless all defaults shall theretofore have been remedied and all costs and expenses including, without limitation, reasonable attorneys’ fees and expenses incurred by or on behalf of the registered holders of the Notes by reason thereof shall have been paid in full by the Company) at its or their option, by written notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event , whereupon the same shall forthwith mature and become due and payable, together with interest accrued thereon, and there shall also be due and payable the applicable Premium, if any, in respect of Default has occurred and is continuing, any holder or holders of a majority in the principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately so declared due and payable, in each and every case all without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration, or further noticeany other notice of any kind (except as otherwise specifically provided herein or in the Security Documents), all of which are hereby waived. The Company acknowledges, acknowledges that each Purchaser purchased those Notes which it purchased on the basis and assumption that such Purchaser and the parties hereto agree, that each holder Holders from time to time of a Note has the right to maintain its investment in the Notes free from prepayment by would receive the Company (except as herein specifically provided for) payments of principal and/or interest set forth in Articles 2, 7 and that 8 hereof for the provision for payment full term of a Make-Whole Amount by the Company in Notes; therefore, whenever the event that maturity of the Notes are prepaid or are has been accelerated as a result by reason of an Event of Default, is intended a tender of the amount necessary to provide compensation for satisfy any part or all of the deprivation indebtedness represented by the Notes paid at any time following such Event of Default and prior to a foreclosure or trustee’s sale shall be deemed a voluntary prepayment, and such payment shall include the applicable Premium. Similarly, any purchase at a foreclosure sale or a trustee’s sale shall be deemed a voluntary prepayment, and the Holders shall, to the extent permitted by law, receive out of the proceeds of such right under such circumstancessale, in addition to all other amounts to which they are entitled, the applicable Premium."

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to the Company, any Credit Party Subsidiary Guarantor or any Non-Recourse Pledgor that is a “Significant Subsidiary” as defined in Regulation S-X (17 CFR part 210) described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, holders of more than 50% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xw) all accrued and unpaid interest thereon (includingthereon, but not limited to, interest accrued thereon at the Default Rate) and (yx) the any applicable Make-Whole Amount or other premium determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein or in any Supplement specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Banks, by notice to the Company: (i) cancel the Total Commitments whereupon they shall immediately be cancelled; (ii) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or (iii) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Banks. (b) If an Event of Default occurs under paragraph (b) of Clause 23.7 (Insolvency and Rescheduling) in relation to: (i) any US Borrower: (A) the Total Commitments in relation to such US Borrower shall immediately be cancelled; and (B) all of the Loans made to such US Borrower, together with accrued interest, and all other amounts accrued under the Finance Documents with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding US Borrower shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each case automatically and every case without presentmentany direction, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesdeclaration or other act; or (ii) any US Guarantor, each amount expressed by Clause 18 (Guarantee and the parties hereto agreeIndemnity) to be payable by that US Guarantor on demand shall, after that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of DefaultDefault has occurred, is intended be immediately due and payable by that US Guarantor without the need for any demand or other claim on that US Guarantor or any other Obligor. Back to provide compensation for the deprivation of such right under such circumstances.Contents

Acceleration. (a) If an Event of Default with respect to any Credit Party the Parent Guarantor or the Company described in Section 11(g), (h) or (hi) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledgesacknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.. Agree Limited Partnership Note Purchase Agreement

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11.2(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g11.2(g) or described in clause (vi) of Section 11(g11.2(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g11.2(g)) has occurred, all the Notes Series R Bonds then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 66-2/3% in principal amount of the Series R Bonds at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Series R Bonds then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a11.2(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes Series R Bonds at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes Series R Bonds held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Series R Bonds becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Series R Bonds will forthwith mature and the entire unpaid principal amount of such NotesSeries R Bonds, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note Series R Bond has the right to maintain its investment in the Notes Series R Bonds free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes Series R Bonds are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority more than 50% in aggregate principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are Eagle Materials Inc. Note Purchase Agreement prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(gshall occur and be continuing (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise), then: (a) or (h) (other than if such event is an Event of Default described specified in clause (ia) or (b) of Section 11(g11, the holder of any Note (other than the Company or any of its Subsidiaries or Affiliates) may at its option, by notice in writing to the Company, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or described additional notice of any kind, all of which are hereby waived by the Company; (b) if such event is an Event of Default specified in clause (vih), (i) or (j) of Section 11(g) by virtue 11 with respect to the Company, all of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all Notes at the Notes then time outstanding shall automatically become immediately due and payable.payable together with interest accrued thereon and together with the Make-Whole Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company; and (bc) If with respect to any event constituting an Event of Default described in Section 11(ahereunder, the Required Holder(s) or (b) has occurred and is continuing, in addition to of the Notes of any action that Series may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices in writing to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be, and all of such Notes shall thereupon be and become, immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, together with interest accrued thereon at the Default Rate) and (y) together with the Make-Whole Amount determined in Amount, if any, with respect of to each such principal amount (to the full extent permitted by applicable law)Note, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeadditional notice of any kind, all of which are hereby waivedwaived by the Company. Whenever any Note shall be declared immediately due and payable pursuant to this Section 12, the Company shall forthwith give written notice thereof to the holder of each Note of each Series at the time outstanding. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for the payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Reporting Entity or the Company (if the Company is not the Reporting Entity) described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 51% in addition principal amount of a Series of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all of the Notes of such Series then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. STERIS CORPORATION NOTE PURCHASE AGREEMENT Upon any Notes Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. If any Event of Default (aother than those of the type described in Section 6.01(h) If or (i), or resulting from a breach of Section 4.25, for which Additional Amounts are provided) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in Section 6.01 (h) or (i) hereof, all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of an Event of Default with respect to the Notes occurring by reason of any Credit Party described in willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention or effect of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 11(g) or (h) (other than 3.05 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default described in clause (i) occurs prior to January 24, 2011 by reason of Section 11(g) any willful action or described in clause (vi) inaction taken or not taken by the Company or on the Company’s behalf with the intention of Section 11(g) by virtue avoiding the premium required upon a redemption of the fact that such clause encompasses clause (i) of Notes under Section 11(g)) has occurred3.05, all then the Notes then outstanding premium specified in Section 3.05 shall automatically also become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices payable to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all law upon acceleration of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesNotes.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole LIBOR Breakage Amount and Prepayment Premium, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole the LIBOR Breakage Amount and Prepayment Premium, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an any Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described specified in clause (i) of Section 11(g6.01(a)(6) or described (7)) occurs and is continuing under this Indenture, the Holders of at least 30.0% in clause (vi) of Section 11(g) by virtue aggregate principal amount of the fact then outstanding Notes by written notice to the Company and the Trustee or the Trustee by written notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(a)(6) or (7), all outstanding Notes shall be due and payable immediately without further action or notice. Any notice of Default, notice of acceleration or instruction to the Trustee or the 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 (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee and the Notes Collateral Agent, if applicable, that such clause encompasses clause Holder is not (ior, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of Section 11(g)) has occurred, a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes then outstanding are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall automatically become immediately due be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and payable. (b) If DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or the Notes Collateral Agent, as applicable. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe that a Directing Holder providing such Noteholder Direction 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 described in Section 11(a) or (b) has occurred that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and is continuing, in addition the cure period with respect to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at shall be automatically reinstituted and any timeremedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, at its or their optionfollowing the delivery of a Noteholder Direction, by notice or notices but prior to acceleration of the Notes, the Company provides to the CompanyTrustee an Officer’s Certificate that a Directing Holder failed to satisfy its Verification Covenant, declare all 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 the Notes held by it 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 or them to be immediately due and payable. (c) If any other security such Holder may have offered the Trustee or the Notes Collateral Agent), with the effect that such Event of Default has occurred shall be deemed never to have occurred, acceleration voided and is continuing, any holder or holders of a majority in principal amount of the Trustee and the Notes of Collateral Agent shall be deemed not to have received such Noteholder Direction or any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically Default or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 37% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time Stericycle, Inc. Note Purchase Agreement outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, 12.1 or whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount Amount, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described occurs and is continuing (other than as specified in Section 11(aSections 6.01(h) or (b) has occurred i)), the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Trustee and is continuingthe Company may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders the case of Notes at the time outstanding affected by such an Event of Default may at any timearising from Sections 6.01(h) or (i) hereof, at its or their option, by notice or notices with respect to the Company, declare any Significant Subsidiary of the Company or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes held by it may not enforce this Indenture or them the Notes except as provided in this Indenture. Subject to be immediately due and payable. (c) If any other Event of Default has occurred and is continuingcertain limitations, any holder or holders Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Series at trust or power. The Trustee may withhold from Holders of the time outstanding may at Notes notice of any time at its continuing Default or their option, by notice Event of Default (except a Default or notices Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. (b) If an Event of Default occurs on or after , declare all 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of such Series then outstanding to the Notes, an equivalent premium shall also become and be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to , 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall all also become and be immediately due and payablepayable in an amount, in for each and every case without presentmentof the years beginning on _________ of the years set forth below, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company as set forth below (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated expressed as a result percentage of an Event the principal amount to the date of Default, is intended to provide compensation payment that would otherwise be due but for the deprivation provisions of such right under such circumstances.this sentence):

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(g) or described in clause paragraph (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gh)) has occurred, all the Notes then outstanding shall automatically become immediately due and payablepayable and the Facility shall automatically terminate. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (ca) If any other Event of Default has occurred and is continuing, any holder or holders of a majority more than 50% in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable and Prudential may at its option, by notice in writing to the Company, terminate the Facility. (b) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder of Notes at the time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Notes Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If On and at any time after the occurrence of an Event of Default with respect which is subsisting the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to any Credit Party described in Section 11(gthe Obligors' Agent: (a) or (h) (other than declare that an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.; and/or (b) If cancel the Total Commitments; and/or (c) declare that all or part of the Advances to some or all of the Borrowers be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent (and if any Event of Default described in Section 11(a) or (b) has occurred such demand is subsequently made those Advances, together with accrued interest and is continuingall other amounts accrued under this Agreement, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to shall be immediately due and payable.); and/or (cd) If any other Event of Default has occurred and is continuing, any holder declare that all or holders of a majority in principal amount part of the Notes Advances to some or all of any Series at the time outstanding may at any time at its or their optionBorrowers, by notice or notices to the Companytogether with accrued interest, declare and all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable other amounts accrued under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all Agreement be immediately due and payable, in each whereupon they shall become immediately due and every case without presentment, demand, protest payable; and/or (e) require the payment to the Facility Agent of a sufficient sum to cover the Outstanding Liability Amounts under some or further notice, all outstanding Documentary Credits issued for the account of some or all of which are hereby waived. The Company acknowledgesthe Borrowers, whereupon the same shall become immediately due and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment payable by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount relevant Borrowers and, once paid, shall be held by the Company Facility Agent in an interest bearing account for application in reimbursing the event LC Bank or the Lenders forthwith for all payments made or to be made under such outstanding Documentary Credits, Provided (I) that no action or determination by any of the Notes are prepaid Finance Parties shall be required in respect of any or are accelerated as a result all of the obligations and liabilities (whether actual or contingent) of any Obligor upon or at any time after the occurrence of an Event of DefaultDefault specified in Clause 23.1(j)(ii) in respect of any U.S. Obligor and on the occurrence of any such Event of Default all of the obligations and liabilities of the Obligors shall become automatically and immediately due and payable and, is intended (II) provided further that the Facility Agent (on the instructions of the Majority Lenders) can by notice to provide compensation for the deprivation of Obligors rescind any such right under such circumstancesacceleration in whole or in part.

Acceleration. (a) If an any Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described specified in clause (i) of Section 11(g6.1(g) or described in clause (viSection 6.1(h) of Section 11(ghereof) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred occurs and is continuing, then and in addition to any action that may be taken pursuant to Section 12.1(c)every such case, any holder or holders of Notes at the time outstanding affected Trustee by such Event of Default may at any time, at its or their option, by a notice or notices in writing to the Company, declare all or the Notes held by it or them to be immediately due and payable. (c) If any other Event Holders of Default has occurred and is continuing, any holder or holders not less than 25 percent of a majority in the outstanding aggregate principal amount at Stated Maturity of the Convertible Notes of any Series at the time outstanding may at any time at its or their option, by a notice or notices in writing to the CompanyCompany and the Trustee, may declare the Default Amount, premium, if any, and any accrued and unpaid interest on all the Convertible Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by such declaration, such Notes will forthwith mature Default Amount, premium, if any, and the entire unpaid principal amount of such Notes, plus (x) all any accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) on all Convertible Notes then outstanding will become and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable. If an Event of Default specified in Section 6.1(g) or Section 6.1(h) hereof occurs, the Default Amount, premium, if any, and any accrued and unpaid interest on all Convertible Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Convertible Notes. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(e) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.1(e) hereof shall be remedied, or cured or waived by the holders of the relevant Indebtedness within 60 days after such event of default; provided that no judgment or decree for the payment of the money due on the Convertible Notes has been obtained by the Trustee as hereinafter in this Article VI provided. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(i) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled (A) if the 14% Senior Notes and/or 14 5/8% Senior Notes, as applicable, have been repaid, (B) if the event of default under the 14% Senior Note Indenture and/or the 14 5/8% Senior Note Indenture, as applicable, triggering such Event of Default pursuant to Section 6.1(i) hereof shall be remedied or cured, or waived by the holders of the 14% Senior Notes and/or the 14 5/8% Senior Notes, as applicable, or (C) if the 14% Senior Notes and/or 14 5/8% Senior Notes, as applicable, have been accelerated, then the acceleration of the 14% Senior Notes and/or 14 5/8% Senior Notes, as applicable, shall have been rescinded within 60 days of the occurrence of such event of default under the 14% Senior Note Indenture and/or the 14 5/8% Senior Note Indenture, as applicable, and, in the case of clauses (A), (B) or (C) above, the applicable Senior Note Trustee so certifies to the Trustee, provided that any such event described in clause (A), (B) or (C) above must occur prior to the commencement of an enforcement proceeding with respect to this Indenture. Until January 13, 2001, the "Default Amount" shall equal the Accreted Value of the Convertible Notes, as of the date of determination. Thereafter, the Default Amount of each Convertible Note shall equal 100 percent of the principal amount at Stated Maturity thereof. At any time after a declaration of acceleration with respect to Convertible Notes has been made and every case without presentment, demand, protest before a judgment or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision decree for payment of a Make-Whole Amount the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount at Stated Maturity of the outstanding Convertible Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if, (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest, if any, on all Convertible Notes, (ii) the principal of (and premium, if any, on) any Convertible Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the event Convertible Notes and this Indenture, (iii) to the extent that the Notes are prepaid or are accelerated as a result payment of an Event of Defaultsuch interest, if any, is intended lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Convertible Notes and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and all other amounts due to provide compensation for the deprivation Trustee pursuant to Section 7.7 hereof; and (b) all Events of Default with respect to the Convertible Notes, other than the non-payment of the principal of Convertible Notes which have become due solely by such declaration of acceleration, have been cured or waived by the Holders as provided herein. No such rescission shall affect any subsequent Default or impair any right under such circumstancesconsequent thereon.

Acceleration. (a) If an any Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event ------------ of Default described specified in clause (i) of Section 11(g6.01(g) or described in clause (viSection 6.01(h) of Section 11(ghereof) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred occurs and is continuing, then and in addition to any action that may be taken pursuant to Section 12.1(c)every such case, any holder or holders of Notes at the time outstanding affected Trustee by such Event of Default may at any time, at its or their option, by a notice or notices in writing to the Company, declare all or the Notes held by it or them to be immediately due and payable. (c) If any other Event Holders of Default has occurred and is continuing, any holder or holders not less than 25 percent of a majority in the outstanding aggregate principal amount at Stated Maturity of the Convertible Notes of any Series at the time outstanding may at any time at its or their option, by a notice or notices in writing to the CompanyCompany and the Trustee, may declare the Default Amount, premium, if any, and any accrued and unpaid interest (and Special Interest, if any) on all the Convertible Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by such declaration, such Notes will forthwith mature Default Amount, premium, if any, and the entire unpaid principal amount of such Notes, plus (x) all any accrued and unpaid interest thereon (includingand Special Interest, but not limited to, interest accrued thereon at the Default Rateif any) on all Convertible Notes then outstanding will become and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs, the Default Amount, premium, if any, and any accrued and unpaid interest (and Special Interest, if any) on all Convertible Notes then outstanding shall ipso facto become and be immediately due and payable without ---- ----- any declaration or other act on the part of the Trustee or any Holder of Convertible Notes. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) hereof shall be remedied, or cured or waived by the holders of the relevant Indebtedness within 60 days after such event of default; provided that no -------- judgment or decree for the payment of the money due on the Convertible Notes has been obtained by the Trustee as hereinafter in this Article VI provided. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(i) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled (A) if the Senior Notes have been repaid, (B) if the event of default under the Senior Note Indenture triggering such Event of Default pursuant to Section 6.01(i) hereof shall be remedied or cured, or waived by the holders of the Senior Notes, or (C) if the Senior Notes have been accelerated, then the acceleration of the Senior Notes shall have been rescinded within 60 days of the occurrence of such event of default under the Senior Note Indenture, and, in the case of clauses (A), (B) or (C) above, the Senior Note Trustee so certifies to the Trustee, provided that any such event described in clause (A), (B) or (C) above must occur prior to the commencement of an enforcement proceeding with respect to this Indenture. Until September 30, 1999, the "Default Amount" shall equal the Accreted Value of the Convertible Notes, as of the date of determination. Thereafter, the Default Amount of each Convertible Note shall equal 100 percent of the principal amount at Stated Maturity thereof. At any time after a declaration of acceleration with respect to Convertible Notes has been made and every case without presentment, demand, protest before a judgment or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision decree for payment of a Make-Whole Amount the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount at Stated Maturity of the outstanding Convertible Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if, (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest and Special Interest, if any, on all Convertible Notes, (ii) the principal of (and premium, if any, on) any Convertible Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the event Convertible Notes and this Indenture, (iii) to the extent that the Notes are prepaid payment of such interest or are accelerated as a result of an Event of DefaultSpecial Interest, if any, is intended lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Convertible Notes and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and all other amounts due to provide compensation for the deprivation Trustee pursuant to Section 7.07 hereof; and (b) all Events of Default with respect to the Convertible Notes, other than the non-payment of the principal of Convertible Notes which have become due solely by such declaration of acceleration, have been cured or waived by the Holders as provided herein. No such rescission shall affect any subsequent Default or impair any right under such circumstancesconsequent thereon.

Acceleration. (a) If an Event of Default with respect to any Credit Party described (other than as specified in Section 11(gSections 7.01(i) or (hj)) (other shall occur and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Trustee and the Company, may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued and unpaid interest on all of the Notes due and payable immediately, upon which declaration all amounts payable in respect of the Notes shall be immediately due and payable. If an Event of Default described specified in clause (i) of Section 11(gSections 7.01(i) or described in clause (vij) of Section 11(g) by virtue occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest on all of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become and be immediately due and payablepayable without any declaration, notice or other act on the part of the Trustee or any Holder of Notes. (b) If any Event the Notes are accelerated or otherwise become due prior to their Stated Maturity, the amount of Default described in Section 11(a) or (b) has occurred principal of, accrued and is continuing, in addition unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to any action that may be taken an optional redemption of the Notes pursuant to Section 12.1(c)4.07, any holder or holders in effect on the date of Notes at the time outstanding affected by such Event acceleration as if such acceleration were an optional redemption of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payableaccelerated. (c) If Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at upon the Default Rate) and occurrence of a bankruptcy or insolvency event (y) including the Make-Whole Amount determined in respect acceleration of such principal amount (to the full extent permitted claims by applicable operation of law)), shall all the premium applicable with respect to an optional redemption of the Notes (including the Applicable Premium) will also be immediately due and payable, in cash, as though the Notes were optionally redeemed and shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and every case without presentmentthe Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), demand, protest deed in lieu of foreclosure or further notice, all of which are hereby waivedby any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company acknowledgesexpressly agrees (to the fullest extent it may lawfully do so) that: (1) the premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (2) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (3) there has been a course of conduct between Holders and the parties hereto agree, that each holder of a Note has Company giving specific consideration in this transaction for such agreement to pay the right to maintain its investment in the Notes free from prepayment by premium; and (4) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium (except including the Applicable Premium) to Holders as herein specifically provided fordescribed is a material inducement to Holders to purchase the Notes. (d) and that the provision After a declaration of acceleration hereunder, but before a judgment or decree for payment of a Make-Whole Amount the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul such declaration if (1) the Company in or any Subsidiary Guarantor has paid or deposited with the event Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes, (A) the principal of and premium, if any, on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes are prepaid (without duplication of any amount paid or are accelerated as deposited pursuant to subclause (B) or (C)); (2) the rescission would not conflict with any judgment or decree of a result court of an Event competent jurisdiction; and (3) all Events of Default, is intended to provide compensation for other than the deprivation non-payment of principal of, premium, if any, or interest on the Notes that has become due solely by such right under such circumstancesdeclaration of acceleration, have been cured or waived.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g) ), (h), or (hi) (Events of Default) (other than an Event of Default described in clause (i) of Section 11(g) (Events of Default) or described in clause (vi) of Section 11(g) (Events of Default) by virtue of the fact that such clause encompasses clause (i) of Section 11(g) (Events of Default)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) (Events of Default) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower: (i) cancel the Total Commitments at which time they shall immediately be cancelled; (ii) declare that all or part of the Loans, together with respect accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time it shall become immediately due and payable; (iii) declare that all or part of the Loans be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or (iv) exercise or direct the Security Agent to exercise any Credit Party described in Section 11(g) or (h) (other than all of its rights, remedies, powers or discretions under the Finance Documents, provided that on and at any time after the occurrence of an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. paragraph (b) If any Event of Default described in Section 11(aClause 21.5 (Insolvency) or Clause 21.6 (bInsolvency Proceeding) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices with respect to the Company, declare all Parent or the Notes held by it Borrower or them to be immediately due and payable.any Security Provider organised or incorporated in the United States of America: (cA) If any other Event of Default has occurred the Total Commitments shall automatically and is continuing, any holder or holders of a majority in principal amount immediately be cancelled; and (B) all of the Notes of any Series at Loans, together with accrued interest, and all other amounts accrued or outstanding under the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be Finance Documents will automatically and immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately become due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment expressly waived by the Company Obligors and Security Providers, notwithstanding anything in this Agreement or in any other Finance Document or otherwise to the contrary. (except as herein specifically provided forb) If the Agent gives any notice to the Parent or the Borrower in accordance with paragraph (a) above it shall promptly (and that in any event within two Business Days of providing such notice to the provision for payment Borrower) notify the Security Agent of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancessame. SECTION 8 CHANGES TO PARTIES

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 51% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(g11(h) or (hi) (other than an Event of Default described in clause (i) of Section 11(g11(h) or described in clause (vi) of Section 11(g11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(g11(h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, including interest accrued thereon at the Default Rate) ), and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(gparagraph (f) or (hg) of Section 5 (other than an Event of Default described in clause (i) of Section 11(gparagraph (f) or described in clause (viv) of Section 11(gparagraph (f) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (f)) has occurred, all the Notes then outstanding this Note shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any the holder or holders of Notes at the time outstanding affected by such Event of Default hereof may at any time, time at its or their option, by notice or notices to the Company, declare all the Notes held by it or them this Note to be immediately due and payable. (c) If Notwithstanding subparagraph (b) above, if any other Event of Default described in paragraph (a) or (b) of Section 5 has occurred and is continuing, any the holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time time, at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding this Note to be immediately due and payable. (d) Notwithstanding subparagraph (b) above, if any Event of Default described in paragraph (d) of Section 6 has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by the Company from the holder stating that such notice is a "Notice of Default," then such Event of Default and any declaration under subparagraph (b) above shall be deemed automatically annulled and rescinded. Upon any Notes this Note becoming due and payable under this Section 12.16.1, whether automatically or by declaration, such Notes this Note will forthwith mature and the entire unpaid principal amount of such Noteshereof, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of not less than 51% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company or New Dreyer's described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of not less than 34% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company and New Dreyer's, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the CompanyCompany and New Dreyer's, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The New Dreyer's and the Company acknowledgesacknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by New Dreyer's or the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by New Dreyer's or the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (h) or (hi) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (h) or described in clause (vi) of Section 11(gparagraph (h) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than 50% in addition aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any action that may be taken pursuant to Section 12.1(c)Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any such holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in ▇▇▇ ▇▇▇▇▇▇▇▇ Freight Line, Inc. Note Purchase Agreement respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Parent Guarantor or the Company described in Section 11(gparagraph (i) or (h) (other than an Event of Default described in clause (ij) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred9, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any Holder or Holders of at least 25% in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company and the Parent Guarantor, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)9 has occurred and is continuing, any holder Holder or holders Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the CompanyCompany and the Parent Guarantor, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes Note's becoming due and payable under this Section 12.110.1, whether automatically or by declaration, such Notes Note will forthwith mature and the entire unpaid principal amount of such NotesNote, plus (xi) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (yii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledgesand the Parent Guarantor acknowledge, and the parties hereto agree, that each holder Holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company or the Parent Guarantor (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party the Company described in Section 11(gparagraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of Section 11(gparagraph (g) or described in clause (vi) of Section 11(gparagraph (g) by virtue of the fact that such clause encompasses clause (i) of Section 11(gparagraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of more than a majority in addition principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any action that may be taken pursuant to Event of Default described in paragraph (a) or (b) of Section 12.1(c)11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, in addition to any action that may be taken pursuant to Section 12.1(c), any holder or holders of Notes at the time outstanding affected by such Event of Default Defalt may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from prepayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.