Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h) or Section 5.02(i) with respect to the Company (and not with respect to a Significant Subsidiary of the Company)), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice in writing to the Company and the Trustee may declare 100% of the principal amount of and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable, and upon any such declaration such principal and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Company and the Trustee, may waive all past Events of Default (except with respect to non-payment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h) or Section 5.02(i) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company)), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice in writing to the Company and the Trustee, may, and the Trustee may at the request of such Holders shall, declare 100% of the principal amount of and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable, and upon any such declaration such principal and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Company and the Trustee, may waive all past Events of Default rescind and annul any such acceleration with respect to the Notes (except with respect to non-payment nonpayment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 9.03 of the Base Indenture and Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) with respect to the Company (and not with respect to a or any of its Significant Subsidiary Subsidiaries), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on on, all the Notes to shall become and shall automatically be immediately due and payable. The immediately 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 upon before any such declaration such principal and judgment or decree for the payment 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, if any, interest upon all Notes and the principal of any and all Notes that shall be have become due and payable immediately. If an Event otherwise than by acceleration (with interest on overdue installments of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interestinterest and on such principal to the extent that payment of such interest is enforceable under applicable law, if any, on at the rate borne by the Notes shall automatically become at such time) and be immediately amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to deliver pay the consideration cash due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h‎Section 6.01(h) or Section 5.02(i‎Section 6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary Company), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with ‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company occurs and upon any such declaration such is continuing, 100% of the principal of, and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)on, 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the all Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. The Holders of a majority in aggregate immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal amount of the Notes then outstanding by written notice to shall have been so declared due and payable, and before any judgment or decree for the Company payment of the monies due shall have been obtained or entered as hereinafter provided, and the Trustee, may waive if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 ‎Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver redeem or repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) with respect to the Company (and not with respect to a Significant Subsidiary Subsidiary) and subject to Section 6.03), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may, and the Trustee may Trustee, at the request of such Holders shall, declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, and upon any such declaration such principal and accrued and unpaid interest, if any, shall be due and payable immediatelyanything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)Subsidiary) occurs and is continuing, 100% of the aggregate principal amount of of, and accrued and unpaid interest, if any, on the on, all Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. The Holders of a majority in aggregate immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal amount of the Notes then outstanding shall have been so declared due and payable, and before any judgment or decree for the payment 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 shall have become due otherwise than by written notice acceleration (with interest on overdue installments of accrued and unpaid interest, and on such principal at the rate borne by the Notes) and amounts due to the Company Trustee pursuant to Section 7.06, and the Trustee, may waive if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(f) or Section 5.02(i) with respect to 6.01(g), unless the Company (and not with respect to a Significant Subsidiary principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee may Trustee, at the written request of such Holders, shall) declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(f) or Section 6.01(g) occurs and upon any such declaration such is continuing, 100% of the principal of, and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)on, 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the all Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. The Holders of a majority in aggregate immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal amount of the Notes then outstanding by written notice to shall have been so declared due and payable, and before any judgment or decree for the Company payment of the monies due shall have been obtained or entered as hereinafter provided, and the Trustee, may waive if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to a Default Section 6.09, then and in respect of a provision that under Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any every such acceleration with respect to the Notes and its consequences if:case (except as provided in the

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) with respect to the Company (and not with respect to a or any of its Significant Subsidiary Subsidiaries), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on on, all the Notes to shall become and shall automatically be immediately due and payable. The immediately 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 upon before any such declaration such principal and judgment or decree for the payment 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, if any, interest upon all Notes and the principal of any and all Notes that shall be have become due and payable immediately. If an Event otherwise than by acceleration (with interest on overdue installments of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interestinterest and on such principal to the extent that payment of such interest is enforceable under applicable law, if any, on at the rate borne by the Notes shall automatically become at such time) and be immediately amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes and rescind and (NY) 27961/684/INDENTURE/WMGI.indenture.doc 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to deliver pay the consideration cash due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(g), (h) or Section 5.02(i(i)) with respect to occurs and is continuing, then and in every such case the Company (and not with respect to a Significant Subsidiary of the Company))Trustee, either the Trustee by notice in writing to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Securities outstanding, by notice in writing to the Company and the Trustee Trustee, may declare 100% of the principal amount of and accrued and unpaid interest, if any, on all the Notes Securities to be immediately due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding (including letters of credit and upon bankers' acceptances), no such acceleration shall be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the Credit Facility and (ii) five Business Days after the giving of written notice to the Company and an authorized representative of the holders of Designated Senior Indebtedness of such principal and accrued and unpaid interest, if any, shall be due and payable immediatelyacceleration. If an Event of Default specified in Section 5.02(h6.01(g), (h) or Section 5.02(i(i) occurs with respect to and is continuing, then the Company (and not with respect to a Significant Subsidiary principal of all the Company), 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the Notes Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(c) and 6.01(d). At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding Securities outstanding, by written notice to the Company and the Trustee, may waive all past Events of Default (except with respect to non-payment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes declaration and its consequences if:

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(h) or Section 5.02(i6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary Company), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and upon any such declaration such is continuing, 100% of the principal of, and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)on, 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the all Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. The Holders of a majority in aggregate immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal amount of the Notes then outstanding by written notice to shall have been so declared due and payable, and before any judgment or decree for the Company payment of the monies due shall have been obtained or entered as hereinafter provided, and the Trustee, may waive if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest, if any, on, any Notes, or (ii) a failure to deliver pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(h) or Section 5.02(i6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary Company), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on on, all the Notes to shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal or interest of the Notes shall have been so declared due and payable, and upon before any such declaration such principal and judgment or decree for the payment 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, if any, interest upon all Notes and the principal of any and all Notes that shall be have become due and payable immediately. If an Event otherwise than by acceleration (with interest on overdue installments of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interestinterest to the extent that payment of such interest is enforceable under applicable law, if any, and on such principal at the rate borne by the Notes shall automatically become at such time) and be immediately amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the uncured 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(l) or Section 5.02(i6.01(m) with respect to the Company (and not with respect to a Significant Subsidiary Subsidiary) and subject to Section 6.03), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may, and the Trustee may Trustee, at the request of such Holders shall, declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, and upon any such declaration such principal and accrued and unpaid interest, if any, shall be due and payable immediatelyanything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 5.02(h6.01(l) or Section 5.02(i6.01(m) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)Subsidiary) occurs and is continuing, 100% of the aggregate principal amount of of, and accrued and unpaid interest, if any, on on, all Notes shall become automatically immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall automatically become and be immediately have been so declared due and payable without payable, and before any declaration judgment or other act on decree for the part payment 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 accrued and unpaid interest upon all Notes and the principal of any and all Notes that 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) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 or otherwise remedied pursuant to Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent of each affected Holder; and with respect Notes then outstanding, by written notice to the failure Company and to deliver the consideration due upon conversion Trustee, may waive all Defaults or Events of the Notes) and rescind and annul any such acceleration Default with respect to the Notes and rescind and annul such declaration and its consequences if: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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due on conversion of the Notes. Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Fundamental Change Repurchase Condition has been satisfied prior to such date, the Company may elect to cure an Event of Default specified in Section 6.01(g) by offering to purchase the outstanding Notes pursuant to Article 15 as if the occurrence of such Event of Default were an occurrence of a Fundamental Change. To make this election, the Company must send a notice setting out the terms of the purchase offer within a 20 Business Day grace period after the occurrence of such Event of Default, which notice shall be deemed a Fundamental Change Repurchase Notice for the purposes of the Fundamental Change offer. During such 20 Business Day grace period, Holders and the Trustee may not exercise any remedies or institute enforcement proceedings with respect to the Notes or the Indenture (or the related obligations) arising from the occurrence of such Event of Default, including, without limitation, acceleration of the Notes, or institute any insolvency proceedings with respect to the Company or any of its Subsidiaries.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such an Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(h), (i) or Section 5.02(i(j)) with respect to occurs and is continuing, then and in every such case the Company (and not with respect to a Significant Subsidiary of the Company))Trustee, either the Trustee by notice in writing to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Securities outstanding, by notice in writing to the Company and the Trustee Trustee, may declare 100% of the principal amount of and accrued and unpaid interest, if any, on all the Notes Securities to be immediately due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding (including letters of credit and upon bankers’ acceptances), no such acceleration shall be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the Credit Facility and (ii) five Business Days after the giving of written notice to the Company and an authorized Representative of the holders of Designated Senior Indebtedness of such principal and accrued and unpaid interest, if any, shall be due and payable immediatelyacceleration. If an Event of Default specified in Section 5.02(h6.01(h), (i) or Section 5.02(i(j) occurs with respect to and is continuing, then the Company (and not with respect to a Significant Subsidiary principal of all the Company), 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the Notes Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding Securities outstanding, by written notice to the Company and the Trustee, may waive all past Events of Default (except with respect to non-payment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes declaration and its consequences if:

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) with respect to the Company (and not with respect to a Significant Subsidiary Company), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 2530% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may, and the Trustee may at the written request of such Holders accompanied by security and/or indemnity satisfactory to the Trustee and otherwise subject to the limitations set forth herein shall, declare 100% of the principal amount of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on on, all the Notes to then outstanding shall become and shall automatically be immediately due and payable. The immediately 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 upon before any such declaration such principal and judgment or decree for the payment 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, if any, interest upon all Notes and the principal of any and all Notes that shall be have become due and payable immediately. If an Event otherwise than by acceleration (with interest on overdue installments of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interestinterest to the extent that payment of such interest is enforceable under applicable law, if any, and on such principal at the rate borne by the Notes shall automatically become at such time) and be immediately amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver repurchase or redeem any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(i) or Section 5.02(i6.01(j) with respect to the Company (and not with respect to a Company, any of its Significant Subsidiaries or any Subsidiary Guarantor), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding by notice in writing to the Company and the Trustee, may, and the Trustee may at the request of Holders of at least 25% in aggregate principal amount of the outstanding Notes shall, declare 100% of the principal amount of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company, any of its Significant Subsidiaries or any Subsidiary Guarantor occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on on, all the Notes to shall become and shall automatically be immediately due and payable. The immediately 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 upon before any such declaration such principal and judgment or decree for the payment 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, if any, interest upon all Notes and the principal of any and all Notes that shall be have become due and payable immediately. If an Event otherwise than by acceleration (with interest on overdue installments of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company), 100% of the aggregate principal amount of and accrued and unpaid interestinterest to the extent that payment of such interest is enforceable under applicable law, if any, and on such principal at the rate borne by the Notes shall automatically become at such time) and be immediately amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or any Holder. The Holders decree of a majority in aggregate principal amount court of the Notes then outstanding by written notice to the Company competent jurisdiction and the Trustee, may waive (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 5.02(h6.01(h) or Section 5.02(i6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary Company), unless the principal of all of the Company))Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal amount of of, and accrued and unpaid interest, if any, on on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and upon any such declaration such is continuing, 100% of the principal of, and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.02(h) or Section 5.02(i) occurs with respect to the Company (and not with respect to a Significant Subsidiary of the Company)on, 100% of the aggregate principal amount of and accrued and unpaid interest, if any, on the all Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. The Holders of a majority in aggregate immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal amount of the Notes then outstanding by written notice to shall have been so declared due and payable, and before any judgment or decree for the Company payment of the monies due shall have been obtained or entered as hereinafter provided, and the Trustee, may waive if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all past existing Events of Default (except with respect to non-payment under this Indenture, other than the 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 Section 6.09, then and in every such case (except as provided in the Notes; with respect to a Default in respect immediately succeeding sentence) the Holders of a provision that under Section 8.02 cannot be amended without majority in aggregate principal amount of the consent Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of each affected Holder; and Default with respect to the Notes 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 rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to deliver repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:.