Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.1(6) or (57)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.1(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to any Securities of any Series series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (5) or (5)6) of Section 6.01 hereof) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the then outstanding Securities of the series affected by that Series default (or, in the case of an Event of Default described in clause (4) of Section 6.01, if outstanding Securities of other series are affected by that Default, then at least 25% in principal amount of the then outstanding Securities so affected) by written notice to the Company and the Trustee, may declare the principal of (or, if any of those Securities are Original Issue Discount Securities, that portion of the entire principal amount of all as may be specified in the Securities terms of that Series then outstanding plus series) and all accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the all then outstanding Securities of that Series series or of all series, as the case may rescind be, to be due and annul payable. Upon any such acceleration declaration, the amounts due and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become payable on those Securities shall be due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreepayable immediately. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in Section 6.1(4clause (5) or (56) with respect to the Company of Section 6.01 hereof occurs, such principal, premium, if any, those amounts shall ipso facto become and interest amount with respect to all of the Securities of that Series shall be immediately due and payable immediately without any declaration declaration, notice or other act on the part of the Trustee or the any Holder. The Holders of a majority in principal amount of the then outstanding Securities of the series affected by that default or all series, as the case may be, by written notice to the Trustee may rescind an acceleration and its consequences (other than nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the Securities) if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to Securities of that Seriesseries (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that has become due solely because of the acceleration.

Acceleration. If Subject to Article XII, if an Event of Default with respect to any series of outstanding Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (iv) or (5)v) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 51% in aggregate principal amount of the outstanding Securities of the applicable series, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice and to the Company and the TrusteeTrustee if notice is given by such Holders, may declare that due and payable the entire unpaid principal amount of all the Securities of that Series then outstanding such series plus any unpaid premium or accrued and unpaid interest, if any, to the date of payment. Upon a declaration of acceleration, such principal, premium and accrued and unpaid interest to the date of acceleration are payment shall be due and payable. If an Event of Default specified in clause (iv) or (v) of Section 6.01 hereof occurs, all unpaid principal, premium and accrued interest on the Securities shall become and be immediately due and payablepayable without any notice, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment declaration or decree based other action on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of any outstanding series of Securities by written notice to the outstanding Securities of that Series Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium or interest or premium, if any, that has on the Securities which have become due solely because of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. No such Such rescission shall affect or annulment will not extend to any subsequent or other Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesright.

Acceleration. If an Event of Default with respect to any series of outstanding Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (iv) or (5)v) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 51% in aggregate principal amount of the outstanding Securities of the applicable series, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice and to the Company and the TrusteeTrustee if notice is given by such Holders, may declare that due and payable the entire unpaid principal amount of all the Securities of that Series then outstanding such series plus any unpaid premium or accrued and unpaid interest, if any, to the date of payment. Upon a declaration of acceleration, such principal, premium and accrued and unpaid interest to the date of acceleration are payment shall be due and payable. If an Event of Default specified in clause (iv) or (v) of Section 6.01 hereof occurs, all unpaid principal, premium and accrued interest on the Securities shall become and be immediately due and payablepayable without any notice, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment declaration or decree based other action on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of any outstanding series of Securities by written notice to the outstanding Securities of that Series Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium or interest or premium, if any, that has on the Securities which have become due solely because of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. No such Such rescission shall affect or annulment will not extend to any subsequent or other Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesright.

Acceleration. If (a) Subject to Section 6.02(b), if applicable, if an Event of Default with respect to Securities of any Series at the time outstanding (other than excluding an Event of Default arising under specified in Section 6.1(46.01(g) or (5Section 6.01(h)) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of not less than at least twenty five percent (25% %) in aggregate principal amount of the Securities of that Series then outstanding outstanding, by written notice to the Company and the Trustee, may declare that 100% of the entire principal amount of all the Securities of that Series then outstanding plus of, and accrued and unpaid interest on, all the Securities to the date of acceleration are be immediately due and payablepayable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in which case such amounts Section 6.01(g) or Section 6.01(h) occurs, 100% of the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by written notice to the Trustee may rescind and or annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, other than except the nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, waived (iior are waived concurrently with such rescission or annulment) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) all amounts due to the rescission would not conflict with Trustee under Section 7.06 have been paid. Upon any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event annulment, the Events of Default specified in Section 6.1(4) or (5) with respect that were the subject of such acceleration shall cease to the Company occurs, such principal, premium, if any, exist and interest amount with respect deemed to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Serieshave been cured for every purpose.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuingcontinuing and is known to the Trustee, the Trustee by written notice to the CompanyIssuers, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes, by written notice to the Company Issuers and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in Section 6.01(a)(ix) or (x) occurs with respect to the date Company, Finance Corp., any of acceleration are immediately the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payablepayable immediately without further action or notice, in which case such amounts shall become immediately due together with all accrued and payable; PROVIDEDunpaid interest and premium, HOWEVERif any, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the thereon. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by notice to the Trustee may on behalf of that Series may all of the Holders rescind and annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree; (ii) all existing Events of Default, other than the Default (except with respect to nonpayment of accelerated principal, interest or premium, if any, that has have become due solely because of the acceleration, ) have been cured or waived, ; (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise other than by such declaration of acceleration, has been paid paid; and (iiiiv) the rescission would not conflict with any judgment or decreeIssuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25[ ]% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company resulting from sub-clauses (other than an Event of Default arising under Section 6.1(47) or (58) above)) occurs , shall have occurred and is continuingbe continuing under the Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25% at least 25 percent in aggregate principal amount of the Securities of that the applicable Series then outstanding by written notice to the Company and the Trustee, may declare that all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the entire principal amount of all amounts due and payable on the Securities of that such Series then outstanding plus accrued will be due and unpaid interest payable immediately. If an Event of Default with respect to the date Company specified in sub-clauses (7) or (8) above occurs, all amounts due and payable on the Securities of acceleration are such Series will ipso facto become and be immediately due and payablepayable without any declaration, in which case such amounts shall become immediately due notice or other act on the part of the Trustee and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment the Company or decree based on such acceleration is obtained by the Trustee, the any Holder. The Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the Indenture. Holders of a majority in principal amount of the then outstanding Securities of that such Series may rescind and annul an acceleration with respect to such acceleration Series and its consequences if consequence (i) all existing Events of Default, other than the except an acceleration due to nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of on the acceleration, have been cured or waived, (ii) to the extent the payment Securities of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iiiSeries) if the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent Default Event of Default, or shall impair any right or power consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesthereon.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(4) or (5)) occurs and is continuingcontinuing with respect to Securities of any series at the time outstanding, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding series by written notice to the Company and the Trustee, may declare that to be due and payable immediately (1) the entire principal amount of all (or, if the Securities of that Series series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding plus and (2) interest, if any, accrued and unpaid interest to the date of acceleration. Upon such declaration, such principal amount (or specified amount) and interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01 (4) or (5) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, accrued to the date of such acceleration are shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series the series with respect to which an acceleration applies by notice to the Trustee may rescind and annul such an acceleration and its consequences with respect to such series if (i) all existing Events of Default, Default (other than the nonpayment non-payment of accelerated principal, interest or premiumthe principal of and accrued interest, if any, on Securities that has have become due solely because by such acceleration) with respect to Securities of the acceleration, that series have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesconsequence thereon.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default arising under referred to in Section 6.1(46.01(5) or (5Section 6.01(6)) occurs and is continuing), then in every such case the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities outstanding Notes may declare the principal amount of that Series then and accrued and unpaid interest, if any, on all of the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(5) or 6.01(6) shall occur, the principal amount of and accrued and unpaid interest, if any, on all outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 6, the Holders of a majority in principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such declaration of acceleration and its consequences if (i) the recession would not conflict with any judgment or decree and if all existing Events of DefaultDefault with respect to Notes, other than the nonpayment non-payment of accelerated principal, interest or premiumthe principal and interest, if any, that has of Notes which have become due solely because by such declaration of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesthereon.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (6) or (5)7) of Section 6.01 hereof with respect to the Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25at least 30.0% in aggregate principal amount of the Securities of that Series then total outstanding Notes by written notice to the Company and the Trustee, Issuer may declare that the entire principal amount of principal, premium, if any, interest and any other monetary obligations on all the Securities of that Series then outstanding plus accrued Notes to be due and unpaid payable immediately. Upon the effectiveness of such declaration, the principal of, premium, if any, and interest on the Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the date payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration are immediately is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall become due and payable, in which case such amounts shall become payable immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment without further action or decree based on such acceleration is obtained by the Trustee, the notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of that Series may rescind and annul such acceleration the Holders of all of the Notes waive any existing Default and its consequences if under this Indenture (i) all existing Events except a continuing Default in the payment of Defaultinterest on, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because or the principal of the acceleration, have been cured or waived, (iiany Note held by a non-consenting Holder) and rescind any acceleration with respect to the extent the payment of Notes and its consequences (except if such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent theretoof a court of competent jurisdiction). In case an the event of any Event of Default specified in Section 6.1(46.01(4) or (5) with respect to the Company occurshereof, such principalEvent of Default and all consequences thereof (excluding any resulting payment default, premium, if any, and interest amount with respect to all other than as a result of acceleration of the Securities of that Series Notes) shall be due annulled, waived and payable immediately rescinded, automatically and without any declaration or other act on the part of action by the Trustee or the Holders of the Securities of that Series.Holders, if:

Acceleration. If an Event of Default with respect to Securities Notes of any Series at the time outstanding occurs and is continuing (other than an Event of Default arising under Section 6.1(4referred to in Sections 6.01(7) or (5)8) hereof) occurs and is continuing, then in every such case the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding Notes of that Series then may declare the principal amount (or, if any Notes of that Series are Discount Notes, such portion of the principal amount as may be specified in the terms of such Notes) of and accrued and unpaid interest, if any, on all of the Notes of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Sections 6.01(7) or (8) hereof shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made, the Holders of a majority in principal amount of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration declaration and its consequences if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the Default (except nonpayment of accelerated principal, interest or premium, if any, premium that has become due solely because of the acceleration, ) have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesthereon.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.01(6) or (57)) occurs shall have occurred and is be continuing, then the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series Notes (including Additional Notes, if any) then outstanding may by written notice to the Company and the Trustee, may Trustee declare that to be immediately due and payable the entire principal amount of all the Securities of that Series Notes then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payableacceleration, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.01(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesNotes.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company resulting from sub-clauses (other than an Event of Default arising under Section 6.1(44) or (5) above)) occurs , shall have occurred and is continuingbe continuing under the Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25% at least 25 percent in aggregate principal amount of the Securities of that the applicable Series then outstanding by written notice to the Company and the Trustee, may declare that all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the entire principal amount of all amounts due and payable on the Securities of that such Series then outstanding plus accrued will be due and unpaid interest payable immediately. If an Event of Default with respect to the date Company specified in sub-clauses (4) or (5) above occurs, all amounts due and payable on the Securities of acceleration are such Series will ipso facto become and be immediately due and payablepayable without any declaration, in which case such amounts shall become immediately due notice or other act on the part of the Trustee and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment the Company or decree based on such acceleration is obtained by the Trustee, the any Holder. The Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the Indenture. Holders of a majority in principal amount of the then outstanding Securities of that such Series may rescind and annul an acceleration with respect to such acceleration Series and its consequences if consequence (i) all existing Events of Default, other than the except an acceleration due to nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of on the acceleration, have been cured or waived, (ii) to the extent the payment Securities of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iiiSeries) if the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent Default Event of Default, or shall impair any right or power consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesthereon.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.01(6) or (57)) occurs shall have occurred and is be continuing, then the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series Notes (including Additional Notes, if any) then outstanding may by written notice to the Company and the Trustee, may Trustee declare that to be immediately due and payable the entire principal amount of all the Securities of that Series Notes then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payableacceleration, in which case either (i) such amounts shall become immediately due and payable; PROVIDEDor (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, HOWEVERsuch amounts shall become due and payable upon the first to occur of an acceleration under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the agent for the lenders under the Senior Credit Facility of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.01(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesNotes.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(4) or (5)) occurs and is continuingcontinuing with respect to Securities of any series at the time outstanding, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding series by written notice to the Company and the Trustee, may declare that to be due and payable immediately (1) the entire principal amount of all (or, if the Securities of that Series series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding plus and (2) interest, if any, accrued and unpaid interest to the date of acceleration. Upon such declaration, such principal amount (or specified amount) and interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(4) or (5) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, accrued to the date of such acceleration are shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series the series with respect to which an acceleration applies by notice to the Trustee may rescind and annul such an acceleration and its consequences with respect to such series if (i) all existing Events of Default, Default (other than the nonpayment non-payment of accelerated principal, the principal of and accrued interest or premium, if any, on Securities that has have become due solely because by such acceleration) with respect to Securities of the acceleration, that series have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series6.03.

Acceleration. If an Event of Default with respect to any series of outstanding Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (iv) or (5)v) of Section 6.1 hereof) occurs and is continuing, the Trustee or the Holders of at least 51% in aggregate principal amount of the outstanding Securities of the applicable series, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice and to the Company and the TrusteeTrustee if notice is given by such Holders, may declare that due and payable the entire unpaid principal amount of all the Securities of that Series then outstanding such series plus any unpaid premium or accrued and unpaid interest, if any, to the date of payment. Upon a declaration of acceleration, such principal, premium and accrued and unpaid interest to the date of acceleration are payment shall be due and payable. If an Event of Default specified in clause (iv) or (v) of Section 6.1 hereof occurs, all unpaid principal, premium and accrued interest on the Securities shall become and be immediately due and payablepayable without any notice, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment declaration or decree based other action on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of any outstanding series of Securities by written notice to the outstanding Securities of that Series Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium or interest or premium, if any, that has on the Securities which have become due solely because of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. No such Such rescission shall affect or annulment will not extend to any subsequent or other Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesright.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company resulting from sub-clauses (other than an Event of Default arising under Section 6.1(47) or (5)8) above) occurs shall have occurred and is continuingbe continuing under the Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25% at least 25 percent in aggregate principal amount of the Securities of that the applicable Series then outstanding by written notice to the Company and the Trustee, may declare that all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the entire principal amount of all amounts due and payable on the Securities of that such Series then outstanding plus accrued will be due and unpaid interest payable immediately. If an Event of Default with respect to the date Company specified in sub-clauses (7) or (8) above occurs, all amounts due and payable on the Securities of acceleration are such Series will ipso facto become and be immediately due and payablepayable without any declaration, in which case such amounts shall become immediately due notice or other act on the part of the Trustee and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment the Company or decree based on such acceleration is obtained by the Trustee, the any Holder. The Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any continuing Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the Indenture. Holders of a majority in principal amount of the then outstanding Securities of that such Series may rescind and annul an acceleration with respect to such acceleration Series and its consequences if consequence (i) all existing Events of Default, other than the except an acceleration due to nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of on the acceleration, have been cured or waived, (ii) to the extent the payment Securities of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iiiSeries) if the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent Default Event of Default, or shall impair any right or power consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesthereon.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (h), (i) or (5)j)(B)(x) above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25at least 25.0% in aggregate principal amount of the Securities Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of that Series such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (h), (i) or (j)(B)(x) above occurs with respect to the Company and is continuing, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Company and to the Trustee, may declare that the entire principal amount of waive all the Securities of that Series then outstanding plus accrued past defaults and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principalthe principal of, interest or premium, if any, and interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(3) or (54)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus Issue Price and accrued and unpaid interest Original Issue Discount to the date of acceleration are declaration (and Liquidated Damages, if any) on all the Securities to be immediately due and payable. Upon such a declaration, in which case such amounts Issue Price and accrued Original Issue Discount shall become immediately and be due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreepayable immediately. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in Section 6.1(46.01(3) or (54) with respect to occurs and is continuing, the Company occurs, such principal, premiumIssue Price and accrued Original Issue Discount (and Liquidated Damages, if any, and interest amount with respect to ) on all of the Securities of that Series shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the any Holders. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount (and Liquidated Damages, if any) that Serieshave become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent or other Default or Event of Default or impair any consequent right.

Acceleration. If Subject to the terms of the Subordination Agreement (Senior) and the Subordination Agreement (Junior) if an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(4) or (55.1(f)) occurs and is continuing, the Trustee may, by written notice to the Company, Issuer or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company Issuer and the Trustee, may and Trustee shall, upon the request of such Holders, declare that the entire aggregate principal amount of all the Securities of that Series then outstanding plus outstanding, together with accrued and but unpaid interest thereon to the date of acceleration are payment, to be due and payable and, upon any such declaration, the same shall become and be due and payable. If an Event of Default specified in Section 5.1(f) occurs, all unpaid principal and accrued interest on the Securities then outstanding shall INDENTURE (16% Junior Subordinated) ipso facto become and be immediately due and payablepayable without any declaration or other act on the part of Trustee or any Holder. Upon payment of such principal amount, in which case such amounts interest, and premium, if any, all of Issuer's obligations under the Securities and this Indenture, other than obligations under Section 6.7, shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the terminate. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment non-payment of accelerated principal, the principal and interest or premium, if any, that has on the Securities which have become due solely because by such declaration of the acceleration, have been cured or waivedwaived as provided in Section 5.4, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid paid, and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount (and premium, if any, on) of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(4) or (5)) occurs and is continuingcontinuing with respect to Securities of any series at the time outstanding, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding series by written notice to the Company and the Trustee, may declare that to be due and payable immediately (1) the entire principal amount of all (or, if the Securities of that Series series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding plus and (2) interest, if any, accrued and unpaid interest to the date of acceleration. Upon such declaration, such principal amount (or specified amount) and interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(4) or (5) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, accrued to the date of such acceleration are shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series the series with respect to which an acceleration applies by notice to the Trustee may rescind and annul such an acceleration and its consequences with respect to such series if (i) all existing Events of Default, Default (other than the nonpayment non-payment of accelerated principal, interest or premiumthe principal of and accrued interest, if any, on Securities that has have become due solely because by such acceleration) with respect to Securities of the acceleration, that series have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series6.03.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under described in clause (7) of Section 6.1(4) or (5)6.1) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest to shall be due and payable immediately. In the date event of a declaration of acceleration are immediately due of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and payableis continuing, in which case the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such amounts Event of Default pursuant to clause (6) of Section 6.1 shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (1) the annulment of the acceleration but before a of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become became due solely because of the accelerationacceleration of the Securities, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in clause (7) of Section 6.1(4) or (5) with respect to 6.1 occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesany Holders.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% a majority in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (5) or (5)6) of Section 8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all on the Securities of that Series then outstanding plus accrued (if not then due and unpaid interest payable) to be due and payable upon any such declaration, and the date of acceleration are same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, in which case such amounts all unpaid principal of the Securities then outstanding shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that the principal of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid; (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.1(7) or (5)8)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall, subject to the date Section 10.4 of acceleration are this Indenture, be immediately due and payable. In the event of a declaration of acceleration of the Securities because an Event of Default set forth in Section 6.1(6) above has occurred and is continuing, in which case such amounts declaration of acceleration shall become immediately due be automatically rescinded and payable; PROVIDED, HOWEVER, that annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(6) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 20 days after such the declaration of acceleration but before a with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become due solely because of the such acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in Section 6.1(46.1(7) or (5) 8) with respect to the Company occursoccurs and is continuing, such principalthe principal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series shall will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders any Holders. No such rescission shall affect any subsequent Default or Event of the Securities of that SeriesDefault or impair any right consequent thereto.

Acceleration. If an Event of Default with in respect to of the Securities of any a particular Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (4) or (5)) of Section 6.1) occurs and is continuing, then the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities of that such Series then issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the Issue Date) may declare the principal (or, in the case of Discounted Securities, such amount of principal as may be provided for in such Securities) of all of such outstanding Securities and any accrued interest on such Securities to be due and payable immediately by written a notice in writing to the Company Corporation (and to the TrusteeTrustee if given by the Holders); provided, may declare however, that if an Event of Default specified in clause (4) or (5) of Section 6.1 occurs and is continuing, then the entire principal amount of and accrued and unpaid interest on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the any Holders; provided further, however, that Holders of a majority in aggregate principal amount of the then outstanding Securities of a Series issued pursuant to this Indenture (including any additional Securities of such Series issued pursuant to this Indenture after the Issue Date), by notice to the Trustee, may rescind and annul a declaration of acceleration (and upon such rescission any Event of Default caused by such acceleration shall be deemed cured) with respect to that SeriesSeries and its consequences if all existing Events of Default with respect to the Series have been cured or waived, if the rescission and annulment would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Securities, and if all payments due to the Trustee under Section 7.7 have been made.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(45.01(7) or (5)8) with respect to the Issuer) occurs and is continuing, the Trustee by written notice to the CompanyIssuer, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company Issuer and the Trustee, may declare that the entire principal amount of and accrued interest on all the Securities and all other amounts due hereunder or thereunder to be due and payable; PROVIDED that upon the occurrence of that Series then outstanding plus an Event of Default described in clause (7) or (8) of Section 5.01, the principal of and accrued and unpaid interest to on all of the date of acceleration are immediately Securities shall automatically become due and payable, without presentment, demand or other requirements of any kind, all of which are hereby expressly waived by the Issuer. Upon such a declaration, such principal, interest and all other amounts due under the Securities in which case such amounts this Indenture shall become immediately be due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the payable immediately. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4, (ii) or (5) with respect no amounts have been paid to the Company occurs, such Holders as principal, interest, or premium, if any, and interest amount with respect to all of on the Securities as a result of such acceleration, (iii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that Series shall be has become due solely because of acceleration and payable immediately without any declaration or other act on the part of (iv) all costs and expenses incurred by the Trustee or prior to such waiver have been reimbursed to the Holders of the Securities of that SeriesTrustee.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4described in clause (7) or (5)above) occurs and is continuing, the Trustee by written notice to the Company, or the Holders holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes by written notice to the Company and the Trustee, may may, and the Trustee at the request of such holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest to will be due and payable immediately. In the date event of a declaration of acceleration are immediately due of the Notes because an Event of Default described in clause (6) under “Events of Default” has occurred and payableis continuing, in which case the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such amounts Event of Default pursuant to clause (6) shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (1) the annulment of the acceleration but before a of the Notes would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Notes that has become became due solely because of the accelerationacceleration of the Notes, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in Section 6.1(4clause (7) or (5) with respect to above occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series shall Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders any holders. The holders of a majority in principal amount of the Securities outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that Serieshave become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (f) or (5)g) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee, may declare that Trustee at the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment request of such interest is lawfulHolders shall, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) declare the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principalprincipal of, premium, if any, and accrued interest amount on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) of Section 6.01 shall be remedied or cured by the Company, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f) or (g) of Section 6.01 occurs with respect to all of the Securities of that Series Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Any time after such declaration of acceleration, but before a judgment or decree for the payment of money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the Securities outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that Serieshave become due solely by such declaration of acceleration, have been cured or waived and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If Subject to Article XII, if an Event of Default with respect to any series of outstanding Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (iv) or (5)v) of Section 6.1 hereof) occurs and is continuing, the Trustee or the Holders of at least 51% in aggregate principal amount of the outstanding Securities of the applicable series, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice and to the Company and the TrusteeTrustee if notice is given by such Holders, may declare that due and payable the entire unpaid principal amount of all the Securities of that Series then outstanding such series plus any unpaid premium or accrued and unpaid interest, if any, to the date of payment. Upon a declaration of acceleration, such principal, premium and accrued and unpaid interest to the date of acceleration are payment shall be due and payable. If an Event of Default specified in clause (iv) or (v) of Section 6.1 hereof occurs, all unpaid principal, premium and accrued interest on the Securities shall become and be immediately due and payablepayable without any notice, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment declaration or decree based other action on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of any outstanding series of Securities by written notice to the outstanding Securities of that Series Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium or interest or premium, if any, that has on the Securities which have become due solely because of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. No such Such rescission shall affect or annulment will not extend to any subsequent or other Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesright.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company specified in clause (other than an Event of Default arising under Section 6.1(47) or (5)8) of Section 11.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that all unpaid principal of plus interest (including Additional Interest, if any) accrued and unpaid through the entire principal amount date of such declaration on all the Securities of that Series then outstanding to be due and payable upon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in clause (7) or (8) of Section 11.1 occurs, all unpaid principal of plus accrued and unpaid interest to (including Additional Interest, if any) on all the date of acceleration are Securities then outstanding shall ipso facto become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series or the Holders originally causing the acceleration by notice to the Trustee may rescind and annul such an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (ia) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the nonpayment of accelerated principal, the principal of plus accrued and unpaid interest or premium, if any, on the Securities that has become due solely because by such declaration of the acceleration, have been cured or waived, waived and (iic) all payments due to the extent the payment of such interest is lawful, interest on overdue installments of interest Trustee and overdue principal, which has become due otherwise than by such declaration of acceleration, has any predecessor Trustee under Section 12.6 have been paid and (iii) the rescission would not conflict with any judgment or decreemade. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (4) or (5)) of Section 8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all on the Securities of that Series then outstanding plus accrued (if not then due and unpaid interest payable) to be due and payable upon any such declaration, and the date of acceleration are same shall become and be immediately due and payable. If an Event of Default specified in clause (4) or (5) of Section 8.1 occurs, in which case such amounts all unpaid principal of the Securities then outstanding shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that the principal of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid; (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount (and any premium, if any, on) of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (6) or (5)7) of Section 6.01 hereof with respect to the Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25at least 25.0% in aggregate principal amount of the Securities of that Series then total outstanding Notes by written notice to the Company and the Trustee, Issuer may declare that the entire principal amount of principal, premium, if any, interest and any other monetary obligations on all the Securities of that Series then outstanding plus accrued Notes to be due and unpaid payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the date payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration are immediately is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall become due and payable, in which case such amounts shall become payable immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment without further action or decree based on such acceleration is obtained by the Trustee, the notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of that Series may rescind and annul such acceleration the Holders of all of the Notes waive any existing Default and its consequences if under this Indenture (i) all existing Events except a continuing Default in the payment of Defaultinterest on, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because or the principal of the acceleration, have been cured or waived, (iiany Note held by a non-consenting Holder) and rescind any acceleration with respect to the extent the payment of Notes and its consequences (except if such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent theretoof a court of competent jurisdiction). In case an the event of any Event of Default specified in Section 6.1(46.01(4) or (5) with respect to the Company occurshereof, such principalEvent of Default and all consequences thereof (excluding any resulting payment default, premium, if any, and interest amount with respect to all other than as a result of acceleration of the Securities of that Series Notes) shall be due annulled, waived and payable immediately rescinded, automatically and without any declaration or other act on the part of action by the Trustee or the Holders of the Securities of that Series.Holders, if:

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4described in clause (7) or (5)8) of Section 6.1) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of all the Securities of that Series then outstanding plus of, premium, if any, Additional Amounts, if any, and accrued and unpaid interest (including Additional Interest), if any, on all the Securities to the date of acceleration are immediately be due and payable. Upon such a declaration, in which case such amounts principal, premium, Additional Amounts and accrued and unpaid interest shall become immediately be due and payable; PROVIDEDpayable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, HOWEVER, that the declaration of acceleration of the Securities shall be automatically annulled if the Default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after such the declaration of acceleration but before a with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become became due solely because of the accelerationacceleration of the Securities, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in Section 6.1(4clause (7) or (5) with respect to 8) of Section 6.1 occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, Additional Amounts, if any, and accrued and unpaid interest amount with respect to (including Additional Interest) on all of the Securities of that Series shall will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesany Holders.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (f) or (5)g) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payableof, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, and accrued interest on overdue installments of interest the Securities to be immediately due and overdue principal, which has become due otherwise than by such payable. Upon a declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and accrued interest amount shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f) or (g) of Section 6.01 occurs with respect to all of the Company, the principal of, premium, if any, and accrued interest on the Securities of that Series then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities, by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul such declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor by such Securities, (b) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the Securities that have become due solely by such declaration of that Seriesacceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.01(6) or (57)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series Notes (including Additional Notes, if any) then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series Notes then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case either (i) such amounts shall become immediately due and payable; PROVIDEDor (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, HOWEVERsuch amounts shall become due and payable upon the first to occur of an acceleration under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the agent for the lenders under the Senior Credit Facility of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.01(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesNotes.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(4) or (5)) occurs and is continuingcontinuing with respect to Securities of any series at the time outstanding, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding series by written notice to the Company and the Trustee, may declare that to be due and payable immediately (1) the entire principal amount (or, if Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of Securities of that series) of all of the Securities of that Series series then outstanding plus and (2) interest, if any, accrued and unpaid interest to the date of acceleration acceleration. Upon such declaration, such principal amount (or specified amount) and interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(4) or (5) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, accrued to the date of such acceleration, shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series the series with respect to which an acceleration applies by notice to the Trustee may rescind and annul such an acceleration and its consequences with respect to such series if (i) all existing Events of Default, Default (other than the nonpayment non-payment of accelerated principal, interest or premiumthe principal of and accrued interest, if any, on Securities that has have become due solely because by such acceleration) with respect to Securities of the acceleration, that series have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (5) or (5)6) of Section 8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all on the Securities of that Series then outstanding plus accrued (if not then due and unpaid interest payable) to be due and payable upon any such declaration, and the date of acceleration are same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, in which case such amounts all unpaid principal of the Securities then outstanding shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that the principal of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid paid; and (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (i) or (5)j) of Section 6.1 hereof with respect to the Company) with respect to the Notes occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are on the Notes then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in Section 6.1(4clause (i) or (5j) of Section 6.1 hereof with respect to the Company occurs, such principalall unpaid principal (including, without limitation, any premium, if any, then outstanding), and interest amount with respect to all of accrued interest, if any, on the Securities of that Series Notes then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the any Holder. The Holders of a majority in aggregate principal amount of Notes then outstanding by notice to the Securities Trustee may rescind an acceleration and its consequences if (a) all existing Events of that SeriesDefault, other than the nonpayment of the principal of Notes which has become due solely by such declaration of acceleration, have been cured or waived; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all payments due to the Trustee and any predecessor Trustee under Section 7.7 hereof in respect of the Notes have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(f) or (5)g) with respect to the Parent or the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. In the event a declaration of that Series then outstanding plus accrued acceleration because an Event of Default set forth in Section 6.01(e) has occurred and unpaid interest 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) shall be remedied or cured by the Parent or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(f) or (g) with respect to the date Parent or the Company occurs, the principal of acceleration are and interest on all the Securities shall ipso facto become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series by notice to the Trustee may rescind and annul any such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an ------------ Event of Default arising under specified in Section 6.1(46.01(7) or (5)8) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of and accrued but unpaid interest on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately be due and payable; PROVIDEDprovided, HOWEVERhowever, that after so -------- ------- long as any Bank Indebtedness remains outstanding, no such acceleration but before shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company and the administrative agent (or similar agent if there is no administrative agent) under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a judgment declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or decree based on such acceleration (8) with respect to the Company occurs and is obtained by the Trusteecontinuing, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or ---- ----- other act on the part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely be- cause of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee, may declare that Trustee at the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment request of such interest is lawfulHolders shall, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) declare the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principalprincipal of, premium, if any, and accrued interest amount on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to all of the Securities of that Series Company, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall IPSO FACTO become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the Securities outstanding Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances (if any) of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that Serieshave become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default with respect to the Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) specified in clause (8) or (5)9) of Section 6.01 with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice in writing to the Company and the Trustee, may declare that the entire unpaid principal amount of all the Securities of that Series then outstanding plus and accrued and unpaid interest to the date of acceleration are immediately on all outstanding Securities to be due and payablepayable immediately and, upon any such declaration, such principal amount and accrued interest, notwithstanding anything contained in which case such amounts this Indenture or the Securities to the contrary, shall become immediately due and payable; PROVIDED. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Company occurs, HOWEVERall unpaid principal of and accrued interest on all outstanding Securities shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After a declaration of acceleration, that after such acceleration but before a judgment or decree based on such acceleration is obtained by of the Trusteemoney due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by written notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, Default (other than the nonpayment of accelerated principal, principal of and interest or premium, if any, that on the Securities which has become due solely because by virtue of the such acceleration, ) have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (7) or (5)8) of Section 8.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (7) or (8) of Section 8.01 occurs with respect to the Company, in which case such amounts all unpaid principal of the Securities then outstanding shall IPSO FACTO become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that the principal of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid; (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, Securities may declare that the entire principal amount of all the Securities of to be due and payable immediately; provided, that Series then outstanding plus accrued and unpaid interest so long as any Indebtedness permitted to be incurred pursuant to the date Senior Secured Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of any such Indebtedness under the Senior Secured Credit Agreement or (ii) five business days after receipt by the Company of written notice of such acceleration under this Indenture. Notwithstanding the foregoing, in the case of an Event of Default described in clause (8) or (9) of Section 6.1, all outstanding Securities will become due and payable without further action or notice. In the event of a declaration of acceleration are immediately due of the Securities because an Event of Default described in clause (5) of Section 6.1 has occurred and payableis continuing, in which case the declaration of acceleration of the Securities shall be automatically annulled if the event of default or Payment Default triggering such amounts Event of Default pursuant to clause (5) shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (a) the annulment of the acceleration but before a of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (ib) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become became due solely because of the accelerationacceleration of the Securities, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company specified in clauses (other than an Event of Default arising under Section 6.1(4g) or (5)h) of Section 8.01) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that all unpaid principal of, plus interest accrued and unpaid through the entire principal amount date of such declaration on, all the Securities of that Series then outstanding plus accrued to be due and unpaid interest to payable upon any such declaration, and the date of acceleration are same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in clause (g) or (h) of Section 8.01 occurs, in which case all unpaid principal of, plus interest accrued and unpaid through the date of such amounts default on, all the Securities then outstanding shall become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series or the Holders originally causing the acceleration by notice to the Trustee may rescind and annul such an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (ia) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the nonpayment of accelerated principalthe principal of, plus accrued and unpaid interest or premiumon, if any, the Securities that has become due solely because by such declaration of the acceleration, have been cured or waived, waived and (iic) all payments due to the extent the payment of such interest is lawful, interest on overdue installments of interest Trustee and overdue principal, which has become due otherwise than by such declaration of acceleration, has any predecessor Trustee under Section 9.06 have been paid and (iii) the rescission would not conflict with any judgment or decreemade. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If (a) Subject to Section 6.02(b), if applicable, if an Event of Default with respect to Securities of any Series at the time outstanding (other than excluding an Event of Default arising under specified in Section 6.1(46.01(f) or (5Section 6.01(g)) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of not less than at least twenty five percent (25% %) in aggregate principal amount of the Securities of that Series then outstanding outstanding, by written notice to the Company and the Trustee, may declare that 100% of the entire principal amount of all the Securities of that Series then outstanding plus of, and accrued and unpaid interest on, all the Securities to the date of acceleration are be immediately due and payablepayable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in which case such amounts Section 6.01(f) or Section 6.01(g) occurs, 100% of the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by written notice to the Trustee may rescind and or annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, other than except the nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, waived (iior are waived concurrently with such rescission or annulment) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) all amounts due to the rescission would not conflict with Trustee under Section 7.06 have been paid. Upon any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event annulment, the Events of Default specified in Section 6.1(4) or (5) with respect that were the subject of such acceleration shall cease to the Company occurs, such principal, premium, if any, exist and interest amount with respect deemed to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Serieshave been cured for every purpose.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (j) or (5)k) of Section 7.01) occurs and is continuing, the Trustee or the Holders of at least 25% in Principal Amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (j) or (k) of Section 7.01 hereof occurs, all outstanding Notes shall be due and payable immediately without further action or notice. The Majority Holders by written notice to the CompanyTrustee may, or the Holders on behalf of not less than 25% in aggregate principal amount all of the Securities of that Series then outstanding by written notice to the Company and the TrusteeHolders, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the Default (except nonpayment of accelerated principalPrincipal, interest Interest or premium, if any, premium that has become due solely because of the acceleration, ) have been cured or waived. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in Section 7.01(h) has occurred and is continuing, (ii) to the extent declaration of acceleration of the Notes shall be automatically rescinded and annulled if the payment default or acceleration triggering such Event of such interest is lawful, interest on overdue installments Default pursuant to Section 7.01(h) shall be remedied or cured or waived by the holders of interest and overdue principal, which has become due otherwise than by such the relevant debt within 20 Business Days after the declaration of acceleration, has been paid acceleration with respect thereto and (iii) if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to a court of competent jurisdiction obtained by the Company occurs, such principal, premium, if any, and interest amount with respect to all Trustee for the payment of the Securities of that Series shall be amounts due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesNotes.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of that Series such Holders shall, declare the principal amount of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal amount of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal amount of, premium, if any, and accrued interest on the Notes then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Company and to the Trustee, may declare that the entire principal amount of waive all the Securities of that Series then outstanding plus accrued past defaults and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principalthe principal of, interest or premium, if any, and interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under described in Section 6.1(4) or (57.1(vi)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest to will be due and payable immediately. In the date event of a declaration of acceleration are immediately due of the Securities because an Event of Default described in Section 7.1(v) has occurred and payableis continuing, in which case the declaration of acceleration of the Securities shall be automatically annulled if the Event of Default or payment default triggering such amounts Event of Default pursuant to Section 7.1(v) shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (1) the annulment of the acceleration but before a of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become became due solely because of the accelerationacceleration of the Securities, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in Section 6.1(47.1(vi) or (5) with respect to occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series shall will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesany Holders.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(f) or (5)g) in respect of the Company) occurs and is continuing, the Trustee by written notice Notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount Principal Amount of all the Securities of that Series then outstanding plus and any accrued and unpaid interest to (including Additional Interest and Defaulted Interest, if any) and premium, if any, through the date of acceleration are declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Principal Amount and such accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, shall be due and payable immediately. If an Event of Default specified in which case such amounts Section 6.01(f) or (g) occurs in respect of the Company and is continuing, the Principal Amount of the Securities and any accrued and unpaid interest on all the Securities (including Additional Interest and Defaulted Interest, if any) and premium, if any, shall become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount Principal Amount of the outstanding Securities of that Series at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived, other than the non-payment of the Principal Amount of the Securities and any accrued and unpaid interest that have become due solely as a result of acceleration, and if all amounts due to the Trustee under Section 7.07 hereof have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(f) or (5)g) with respect to either of the Issuers or a Significant Subsidiary) occurs and is continuing, the Trustee upon written request of Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the CompanyIssuers and the Representative under the Credit Agreement and the trustee for the Second Lien Notes and (ii) the day on which any Bank Indebtedness or Indebtedness represented by the Second Lien Notes is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of not less than 25% a majority in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an the event of any Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs6.01(e), such principalEvent of Default and all consequences thereof (excluding, premiumhowever, if any, and interest amount with respect to all of the Securities of that Series any resulting payment default) shall be due annulled, waived and payable immediately rescinded, automatically and without any declaration or other act on the part of action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of that Seriesany such events.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.1(f) or (5g)) occurs and is continuing, the Trustee by written notice to the Company, Company or the Holders of not less than at least 25% in aggregate original principal amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount then Accreted Principal Amount of all the Securities of that Series then outstanding plus all accrued and unpaid interest to (including Stated Interest, Contingent Interest and Deferred Interest) thereon, if any, through the date of acceleration are declaration to be immediately due and payable. Upon such a declaration, in which case such amounts Accreted Principal Amount plus all accrued interest (including Stated Interest, Contingent Interest and Deferred Interest) thereon, if any, shall become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment . If an Event of Default specified in Section 6.1(f) or decree based on such acceleration is obtained by the Trustee(g) occurs, the Accreted Principal Amount of all the Securities plus all accrued interest (including Stated Interest, Contingent Interest and Deferred Interest) thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate original principal amount of the outstanding Securities of that Series at the time outstanding, by notice to the Trustee (and without notice to any other Holder), may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived except nonpayment of the Accreted Principal Amount plus all accrued interest thereon, if any, that have become due solely as a result of acceleration, and (iii) all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (5) or (5)6) of Section 8.1) occurs and is continuing, the Trustee may, by written notice to the CompanyObligors, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding of any series may, by written notice to the Company Obligors and the Trustee, may declare that the entire all unpaid principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are on the Securities then outstanding of such series (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal (including, without limitation, any premium, in which case such amounts any), and accrued interest and additional amounts, if any on the Securities of the applicable series then outstanding shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series the applicable series then outstanding by notice to the Trustee may rescind and annul such an acceleration and its consequences with respect to that series if (ia) all existing Events of DefaultDefault with respect to that series, other than the nonpayment of accelerated principal, interest or premium, if any, that the principal of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest at a rate of 1% per annum over the amount of interest otherwise payable on such Security on overdue installments of interest and Additional Interest, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid; (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If Except as provided in Section 11.02, if an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(viii) or (5)Section 6.01(ix) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest interest, if any (including Liquidated Damages and Additional Interest, if any), on all the outstanding Securities to the date of acceleration are be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in which case such amounts shall Section 6.01(viii) or Section 6.01(ix) with respect to the Company occurs and is continuing, the principal amount of Securities outstanding plus accrued and unpaid interest, if any (including Liquidated Damages and Additional Interest, if any), on all the Securities shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable; PROVIDEDpayable without any declaration or other act on the part of the Trustee or any Holders. After any such acceleration, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trusteeacceleration, the Holders of a majority in aggregate principal amount of the Securities at the time outstanding Securities of that Series by notice to the Trustee and the Company and without notice to any other Holder may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such any declaration of acceleration, has been paid and (iii) acceleration if the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest, if any (including Liquidated Damages and Additional Interest, if any), that have become due solely as a result of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (Default, other than an Event of Default arising under Section 6.1(4) or (5)) a Bankruptcy Default, occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities Original Principal Amount of that Series the Notes then outstanding outstanding, by written notice to the Company (and to the Trustee), may, and the TrusteeTrustee at the written request of such Holders may, may declare that the entire principal amount then Accreted Principal Amount of all the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are be immediately due and payable. Upon a declaration of acceleration, in which case such amounts shall Accreted Principal Amount will become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before . If a judgment or decree based on such acceleration is obtained by the TrusteeBankruptcy Default occurs, the Holders of a majority in aggregate principal amount Accreted Principal Amount of the Notes then outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has will become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be immediately due and payable immediately automatically without any declaration or other act on the part of the Trustee or any Holder. If the Holders Accreted Principal Amount of any Note is not paid when due (whether upon acceleration pursuant to this Section 6.02, upon the date set for payment of the Securities Fundamental Change Repurchase Price pursuant to Article 3 hereof or upon the Maturity Date), then in each such case the overdue amount shall, to the extent permitted by law, bear cash interest at the rate of that Series2.00% per annum (“Default Interest”), compounded quarterly, which interest shall accrue from the date the Accreted Principal Amount was originally due to the payment date of such amount has been made or duly provided for.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (6) or (5)7) of Section 6.01 hereof with respect to the Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than 25at least 25.0% in aggregate principal amount of the Securities of that Series then total outstanding Notes by written notice to the Company and the Trustee, Issuer may declare that the entire principal amount of principal, premium, if any, interest and any other monetary obligations on all the Securities of that Series then outstanding plus accrued Notes to be due and unpaid payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the date payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration are immediately is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall be due and payable, in which case such amounts shall become payable immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment without further action or decree based on such acceleration is obtained by the Trustee, the notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of that Series may the Holders of all of the Notes rescind and annul such any acceleration with respect to the Notes and its consequences if (i) such rescission would not conflict with any judgment of a court of competent jurisdiction and if all existing Events of DefaultDefault (except non-payment of interest on, other than the nonpayment of accelerated principal, interest or premium, if any, or the principal of any Note held by a non-consenting Holder that has become due solely because of the acceleration, ) have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an the event of any Event of Default specified in Section 6.1(46.01(4) or (5) with respect to the Company occurshereof, such principalEvent of Default and all consequences thereof (excluding any resulting payment default, premium, if any, and interest amount with respect to all other than as a result of acceleration of the Securities of that Series Notes) shall be due annulled, waived and payable immediately rescinded, automatically and without any declaration or other act on the part of action by the Trustee or the Holders Holders, if within 20 days after such Event of the Securities of that Series.Default arose:

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(3) or (54)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount Issue Price and accrued Original Issue Discount through the date of declaration on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are be immediately due and payable, whereupon such Issue Price and accrued Original Issue Discount shall be due and payable immediately; provided that, if an Event of Default specified in which case Section 6.01(3) or (4) occurs and is continuing, the Issue Price and accrued Original Issue Discount on all the Securities through the date of the occurrence of such amounts Event of Default shall become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount Principal Amount of the outstanding Securities of that Series at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.06 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event ------------ of Default arising under Section 6.1(4specified in clause (d) or (5)e) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare that the entire principal amount of all the Securities of that Series then outstanding plus and accrued and unpaid interest on all the Notes to the date of acceleration are be immediately due and payable, in which case any provision of this Indenture or the Notes to the contrary notwithstanding. Upon a declaration of acceleration, such amounts principal and accrued and unpaid interest shall become be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by . In the Trustee, the Holders event of a majority declaration of acceleration because an Event of Default set forth in aggregate principal amount clause (c) of the outstanding Securities of that Series may rescind Section 6.01 has occurred and annul such acceleration and its consequences if (i) all existing Events of Defaultis continuing, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (iiic) shall be remedied or cured by the rescission would not conflict Company or waived by the Holders within 60 days after the declaration of acceleration with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent respect thereto. In case If an Event of Default specified in Section 6.1(4clause (d) or (5e) of Section 6.01 occurs with respect to the Company occursCompany, such principal, premium, if any, the principal and accrued and unpaid interest amount with respect to all of on the Securities of that Series Notes then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the Securities outstanding Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, and (iii) the principal of any Notes that Serieshave become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the principal of and accrued and unpaid interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of of, and premium, if any, on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration acceleration, but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that such Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) occurs with respect to the Company occursCompany, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an ------------- Event of Default arising under specified in Section 6.1(46.01(7) or (5)8) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of and accrued but unpaid interest on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately be due and payable; PROVIDEDprovided, HOWEVERhowever, that after so long as any Bank Indebtedness remains outstanding, no -------- ------- such acceleration but before shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company and the administrative agent (or similar agent if there is no administrative agent) under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a judgment declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or decree based on such acceleration (8) with respect to the Company occurs and is obtained by the Trusteecontinuing, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable ---- ----- without any declaration or other act on the part of the Trustee or any Security-holders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (vii) and (viii) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare the unpaid principal of, premium, if any, accrued and unpaid interest and Liquidated Damages, if any, on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility or five Business Days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default with respect to Securities of any Series at the time outstanding Company specified in clauses (other than an Event of Default arising under Section 6.1(4vii) or (5)viii) occurs of Section 6.01 hereof occurs, all Outstanding Notes shall ipso facto become and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the any Holder. The Holders of a majority in principal amount of the Securities then Outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except non-payment of principal or interest that Serieshas become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (vi) or (5)vii) occurs of Section 6.1 above with respect to the Company) shall occur and is be continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of outstanding Securities may declare the principal of, premium, if any, and accrued interest on all the Securities of that Series then outstanding to be due and payable by written notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may declare that and the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts same shall become immediately due and payable; PROVIDED. If an Event of Default specified in clause (vi) or (vii) of Section 6.1 above with respect to the Company occurs and is continuing, HOWEVERthen all unpaid principal of, that and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration but before a judgment or decree based on such acceleration is obtained by with respect to the TrusteeSecurities as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul cancel such acceleration declaration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default, other than the nonpayment Default have been cured or waived except non-payment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalprincipal and premium if any, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.paid,

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (vii) or (5)viii) of Section 6.01 hereof) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Securities by written notice to the Company and the Trustee, may declare that the entire unpaid principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payableof, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, and any accrued and unpaid interest on overdue installments of interest all the Securities to be due and overdue principal, which has become due otherwise than by payable immediately. Upon such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately (together with the premium referred to in Section 6.01 hereof, if applicable). If an Event of Default specified in clause (vii) or (viii) of Section 6.01 hereof occurs with respect to the Company or any Significant Subsidiary thereof, such an amount shall IPSO FACTO become and be immediately due and payable without any declaration further action or other act notice on the part of the Trustee or any Holder. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs prior to March 1, 2000 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Securities prior to March 1, 2000 pursuant to Section 3.07 hereof, then, a premium with respect thereto (expressed as a percentage of the amount that would otherwise be due but for the provisions of this sentence, plus accrued interest, if any, to the date of payment) shall become and be immediately due and payable to the extent permitted by law upon the accelerations of such Securities for each of the years beginning on March 1 of the years set forth below: YEAR PERCENTAGE ---- ---------- 1995 110.125% 1996 109.113% 1997 108.100% 41 1998 107.088% 1999 106.075% Any determination regarding the primary purpose of any such action or inaction, as the case may be, shall be made by and set forth in a resolution of the Board of Directors (including the concurrence of a majority of the independent directors of the Company then serving) delivered to the Trustee after consideration of the business reasons for such action or inaction, other than the avoidance of such prohibition on redemption. In the absence of fraud, each such determination shall be final and binding upon the Holders of Securities. Subject to Section 7.01 hereof, the Securities of that SeriesTrustee shall be entitled to rely on the determination set forth in any such resolutions delivered to the Trustee.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.1(6) or (57)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such -------- ------- acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.1(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare that the entire principal amount of all of, premium, if any, and accrued interest on the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are be immediately due and payable. Upon a declaration of acceleration, in which case such amounts principal of, premium, if any, and accrued interest shall become be immediately due and payable; PROVIDED. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, HOWEVERsuch declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company and/or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration hereunder with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, that the principal of, premium, if any, and accrued interest on the Notes then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such acceleration a declaration of acceleration, but before a judgment or decree based on such acceleration is for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Securities of that Series Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul such a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment non-payment of accelerated principalthe principal of, interest or premium, if any, and accrued interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)Section 6.1(5) hereof) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding may by written notice to the Company and the Trustee, may Trustee declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or principal (and premium, if any, ) or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5Section 6.1(5) hereof with respect to the Company occurs, such principal, principal (and premium, if any, ) and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4described in clause (7) or (5)above) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest to will be due and payable immediately. In the date event of a declaration of acceleration are immediately due of the Securities because an Event of Default described in clause (6) above has occurred and payableis continuing, in which case the declaration of acceleration of the Securities shall be automatically annulled if the default triggering such amounts Event of Default pursuant to clause (6) shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (1) the annulment of the acceleration but before a of the Securities would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Securities that has become became due solely because of the accelerationacceleration of the Securities, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in Section 6.1(4clause (7) or (5) with respect to above occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series shall will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesany Holders.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (7) or (5)above with respect to the Company) occurs shall occur and is be continuing, the Trustee by acting at the written notice to direction of the Company, Holders or the Holders of not less than at least 25% in aggregate principal amount of the Securities outstanding Notes may declare the principal of that Series then outstanding the Notes and any accrued interest on the Notes to be due and payable by written notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may declare that and the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts same shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by . Upon such declaration of acceleration, has been paid the aggregate principal amount of, and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premiumaccrued and unpaid interest and Additional Interest, if any, and interest amount with respect to on all of the Securities of that Series outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder of the Notes. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Securities nonpayment of that Series.accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture and its consequences:

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.1(7) or (5)8) with respect to the Company) occurs and is continuingcontinuing (the Event of Default not having been cured or waived as provided in this Article 6), the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest interest, including Additional Amounts, if any, on all the Securities to the date of acceleration are be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in which case such amounts Section 6.1(7) or (8) occurs (with respect to the Company) and is continuing, the principal amount plus accrued and unpaid interest, including Additional Amounts, if any, on all the Securities shall become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest, including Additional Amounts, if any, that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee Trustee, by written notice to the CompanyIssuers, or the Holders holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding Notes, by written notice to the Company Issuers and the Trustee, may declare that to be immediately due and payable the entire outstanding principal amount of all the Securities of that Series Notes then outstanding outstanding, plus premium, if any, and accrued and but unpaid interest to the date of acceleration are immediately due and payableacceleration, in which case event such amounts shall become immediately due and payable; PROVIDED. In case an Event of Default specified in Section 6.01(7) or (8) with respect to either Issuer occurs, HOWEVERsuch then outstanding principal amount, that after premium, if any, and interest with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes. After any such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders holders of a majority in aggregate principal amount of outstanding Notes by notice to the outstanding Securities of that Series Trustee may rescind and annul cancel such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principalthen outstanding principal amount, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue principalthen outstanding principal amount, premium, if any, or interest, which has become due otherwise than by such declaration of acceleration, has been paid and paid, (iii) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee its expenses, disbursements and advances, (iv) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.competent jurisdiction and

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (7) or (5)8) of Section 8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that the entire all unpaid principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest (including Additional Interest, if any) to the date of acceleration are on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (7) or (8) of Section 8.1 occurs, in which case such amounts all unpaid principal and interest (including Additional Interest, if any) of the Securities then outstanding shall ipso facto become and be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of accelerated principal, the principal and interest or premium(including Additional Interest, if any, that ) of the Securities which has become due solely because by such declaration of the acceleration, have been cured or waived, ; (iib) to the extent the payment of such interest is lawful, interest at a rate of 3% per annum on overdue installments of interest (including Additional Interest, if any) and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid; (iiic) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(5) or (5)6) in respect of the Company) occurs and is continuing, the Trustee by written notice Notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount Issue Price plus accrued Original Issue Discount through the date of declaration, and any accrued and unpaid interest (including semiannual and contingent interest) through the date of such declaration, on all the Securities to be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including semiannual and contingent interest), if any, shall be due and payable immediately. If an Event of that Series then outstanding Default specified in Section 6.01(5) or (6) in respect of the Company occurs and is continuing, the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest to (including semiannual and contingent interest), if any, on all the date of acceleration are Securities shall become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the outstanding Securities of that Series at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (iv) or (5)v) of Section 5.01) occurs and is continuingcontinuing with respect to a series of Securities, the Trustee by written notice to the CompanyCompany and the Guarantors, or the Holders of not less than at least 25% in aggregate principal amount of the then outstanding Securities of that Series then outstanding series by written notice to the Company Company, the Guarantors and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus of, premium, if any, Additional Amounts, if any, and accrued and unpaid interest on all then outstanding Securities of that series to be due and payable immediately. Upon any such declaration the date amounts due and payable on the Securities of acceleration are such series, as determined in accordance with the final paragraph of this Section 5.02, shall be due and payable immediately. If an Event of Default specified in clause (iv) or (v) of Section 5.01 occurs, the principal of, premium, if any, Additional Amounts, if any, and interest on all Securities then outstanding shall ipso facto become and be immediately due and payablepayable without any declaration, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that notice or other act on the part of the Trustee or any Holder. At any time after such an acceleration but of a series of Securities has occurred and before a judgment or decree based on such acceleration is for payment of the money due has been obtained by the TrusteeTrustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series series, by written notice to the Company, the Guarantors and the Trustee, may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.if:

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.1(f) or (5g)) occurs occurs, and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least twenty-five percent (25% %) in aggregate principal amount of the Securities of that Series then outstanding Outstanding may, by written notice to the Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare that the entire all unpaid principal amount of all the Securities of that Series then outstanding plus and accrued interest and unpaid interest Special Interest, if any, to the date of acceleration are on the Securities Outstanding (if not then due and payable) to be due and payable and upon any such declaration, the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.1(f) or (g) occurs, in which case such amounts all unpaid principal of and accrued interest and Special Interest, if any, on the Securities Outstanding shall ipso facto become and be immediately due and payable; PROVIDEDpayable without any declaration or other act on the part of the Trustee or any Securityholder. Upon payment of such principal amount, HOWEVERinterest and Special Interest, that after such acceleration but before a judgment or decree based on such acceleration is obtained by if any, all of the TrusteeCompany's obligations under the Securities and this Indenture, the other than obligations under Sections 7.7 and 8.4, shall terminate. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series then Outstanding by notice to the Trustee may rescind and annul such an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment non-payment as to the Securities of accelerated the principal, interest or premiumSpecial Interest, if any, that which has become due solely because by such declaration of the acceleration, have been cured or waived, (iib) to the extent the payment of such interest is lawfulpermitted by law, interest on overdue installments of interest or Special Interest and on overdue principal, principal which has become due otherwise than by such declaration of acceleration, has been paid and paid, (iiic) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4a court of competent jurisdiction, and (d) or (5) with respect all payments due to the Company occurs, such principal, premium, if any, Trustee and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the predecessor Trustee or the Holders of the Securities of that Seriesunder Section 7.7 have been made.

Acceleration. If an Event of Default with respect to the Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (f) or (5g) of Section 6.01 with respect to Holdings or any of its Restricted Subsidiaries) shall occur and be continuing (without regard to whether such Event of Default arises under the Original Securities, the Amended Securities or both)) occurs and is continuing, the Trustee by written notice to may, or the CompanyTrustee upon the request of Holders of at least 25% in principal amount of the outstanding Securities shall, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus Securities, together with all accrued and unpaid interest and premium, if any, to the date of acceleration are immediately be due and payablepayable by notice in writing to Holdings and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), in which case such amounts and the same shall become immediately due and payable; PROVIDEDpayable (unless all Events of Default specified in such Acceleration Notice have been cured or waived). If an Event of Default specified in clause (f) or (g) of Section 6.01 with respect to Holdings or any of its Restricted Subsidiaries occurs and is continuing, HOWEVERthen all unpaid principal of, that and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration but before a judgment or decree based on such acceleration is obtained by with respect to the TrusteeSecurities as described in this Section 6.02, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul cancel such acceleration declaration and its consequences if (i) if the rescission would not conflict with any outstanding judgment or judicial decree, (ii) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of accelerated principal, principal or accrued and unpaid interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if Holdings has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iiiv) in the rescission would not conflict with any judgment event of the cure or decreewaiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if anyunder this Indenture, and interest amount with respect to all its consequences, except a Default in the payment of the Securities principal of that Series shall be due or accrued and payable immediately without unpaid interest on any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesSecurities.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01 (f) or (5)g) occurs relating to the Company) shall occur and is be continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes may declare the Securities principal of that Series then outstanding and accrued interest on all the Notes to be due and payable by written notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a declaration of acceleration, may declare that and the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts same shall become immediately due and payable; PROVIDED. If an Event of Default specified in Section 6.01 (f) or (g) with respect to the Company occurs and is continuing, HOWEVERthen all unpaid principal of, that and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration but before a judgment or decree based on such acceleration is obtained by with respect to the TrusteeNotes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul cancel such acceleration declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (ib) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (iic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iiie) in the rescission would not conflict with any judgment event of the cure or decreewaiver of an Event of Default of the type described in Section 6.01, the Trustee shall have received an Officers' Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuingcontinuing and is known to the Trustee, the Trustee by written notice to the CompanyIssuers, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes, by written notice to the Company Issuers and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest thereon. Notwithstanding the preceding, if an Event of Default specified in Section 6.01(a)(ix) or (x) occurs with respect to the date Company, Finance Corp., any of acceleration are immediately the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payablepayable immediately without further action or notice, in which case such amounts shall become immediately due together with all accrued and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the unpaid interest thereon. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by notice to the Trustee may on behalf of that Series may all of the Holders rescind and annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree; (ii) all existing Events of Default, other than the Default (except with respect to nonpayment of accelerated principal, interest or premium, if any, that has have become due solely because of the acceleration, ) have been cured or waived, ; (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise other than by such declaration of acceleration, has been paid paid; and (iiiiv) the rescission would not conflict with any judgment or decreeIssuers have paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Subject to Section 6.03, in case one or more Events of Default shall have occurred and be continuing (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 Securities any judgment, decree or order of any Series at the time outstanding 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 arising under specified in Section 6.1(46.01(h) or (5Section 6.01(i)) occurs and is continuing), either the Trustee by written notice in writing to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice in writing to the Company and the Trustee, may declare that 100% of the entire principal amount of of, and accrued and unpaid interest, if any, on, all the Securities Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that Series then outstanding plus 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 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 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 date of acceleration are immediately due Trustee pursuant to Section 7.06, and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a if (1) rescission would not conflict with any judgment or decree based of a court of competent jurisdiction and (2) any and all existing Events of Default 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 is obtained by acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the Trustee, immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of that Series may Default with respect to the Notes and rescind and annul such acceleration 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 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. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(g) occurs and is continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the indebtedness that trigged such Event of Default has been repaid or (ii) if the default relating to such indebtedness is waived or cured and if such indebtedness has been accelerated, then the holders of such indebtedness have rescinded their declaration of acceleration in respect of such indebtedness, so long as (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of accelerated principal, principal of and interest or premium, if any, on the Notes that has become became due solely because by such declaration of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(47.01(i) or (5)Section 7.01(j) with respect to the Company) occurs and is continuingcontinuing (the Event of Default not having been cured or waived), the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then at the time outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of the Securities and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid Additional Amounts, if any, on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are be immediately due and payable. Upon such a declaration, in which case such amounts accelerated amount shall become immediately be due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreepayable immediately. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in Section 6.1(47.01(i) or (5Section 7.01(j) with respect to the Company occursoccurs and is continuing, such principalthe principal amount of the Securities and any accrued and unpaid Interest, premiumany accrued and unpaid Contingent Interest, if any, and interest amount with respect to accrued and unpaid Additional Amounts, if any, on all of the Securities of that Series shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the any Securityholders. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences, and thereby waive the Events of Default giving rise to such acceleration, if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except (1) an Event of Default described in clauses (a), (b), (c), and (d) of Section 7.01 or (2) an Event of Default in respect of a provision that Seriesunder Section 10.02 cannot be amended without the consent of each Securityholder affected. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.01(6) or (5)7) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series Notes then outstanding may by written notice to the Company and the Trustee, may Trustee declare that to be immediately due and payable the entire principal amount of all the Securities of that Series Notes then outstanding plus accrued and but unpaid interest to the date of acceleration are immediately due and payable, in which case (i) such amounts shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the representative of the holders of Indebtedness under or in respect of a Credit Facility, of notice of the acceleration of the Notes; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.01(6) or (57) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series Notes shall be 74 -66- due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesNotes.

Acceleration. If In the case of an Event of Default pursuant to clause (8) or (9) of Section 6.01 with respect to Securities of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes may, by written notice to the Company (and to the Trustee, may Trustee if the notice is given by the Holders) declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are immediately be due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before payable immediately. Upon a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, such principal and interest will become due and payable upon the earlier to occur of (x) the 5th day after notice thereof has been paid given to holders of Designated Senior Debt and (iiiy) the rescission date on which all of the Designated Senior Debt has been accelerated. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in clause (5) of Section 6.01 have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decreedecree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case The Company must promptly notify holders of its Senior Debt if payment of the Notes is declared accelerated because of an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesDefault.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(10) or (56.01(13)) ), occurs and is continuing, unless the principal of all of the Securities shall have already become due and payable, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of and all accrued interest on all the Securities to be due and payable immediately. In addition to the foregoing, upon an Event of Default, the rate of interest on the Securities shall, be increased by five percent (5%) per annum (i.e., from 8% to 13% per annum), or if less, increased to the maximum interest rate then permitted by applicable law. Upon such declaration such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(10) or 6.01(13) occurs, the principal of all the Securities and the interest accrued thereon shall be immediately and automatically due and payable without necessity of further action. This provision, however, is subject to the conditions that Series then outstanding plus accrued if, at any time after the principal of the Securities shall have been so declared due and unpaid 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 all matured installments of interest upon all Securities and the principal of any and all Securities which shall have become due otherwise than by acceleration (with Interest on overdue installments of Interest as provided in Section 2.02 to the extent that payment of such Interest is enforceable under applicable law and on such principal at the rate borne by the Securities, to the date of acceleration are immediately such payment or deposit) and amounts due to the Trustee pursuant to Section 7.07, and payableif any and all defaults under this Indenture, other than the nonpayment of principal of and accrued Interest on Securities which shall have become due by acceleration, shall have been cured or waived pursuant to Section 6.04, then and in which every case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Securities Securities, by written notice to the Company and to the Trustee, may waive all default or Events of that Series may Default and rescind and annul such acceleration declaration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest consequences; but no such waiver or premium, if any, that has become due solely because of the acceleration, have been cured rescission and annulment shall extend to or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default default or Event of Default, or shall impair any right consequent theretothereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon become aware thereof, of any Event of Default. In case an Event the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of Default specified in Section 6.1(4) such waiver or (5) with respect rescission and annulment or for any other reason or shall have been determined adversely to the Company occursTrustee, then and in every such principalcase the Company, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of Securities, and the Securities Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of that Seriesthe Company, the Holders of Securities, and the Trustee shall continue as though no such proceeding had been taken.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes, then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare that the entire principal amount of all of, premium, if any, and accrued interest on the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are be immediately due and payable. Upon a declaration of acceleration, in which case such amounts principal of, premium, if any, and accrued interest shall become be immediately due and payable; PROVIDED. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, HOWEVERsuch declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, that the principal of, premium, if any, and accrued interest on the Notes then outstanding 56 50 shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such acceleration a declaration of acceleration, but before a judgment or decree based on such acceleration is for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Securities of that Series Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul such declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment non-payment of accelerated principalthe principal of, interest or premium, if any, and accrued interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01(e) or (5)f) with respect to the Issuer) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes by written notice to the Company Issuer (and the TrusteeTrustee in the case of a notice provided by the Holders), may declare that the entire principal amount of of, premium (including the Applicable Premium) and accrued but unpaid interest on all the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are immediately be due and payable. Upon such a declaration, in which case such amounts principal and interest shall become immediately be due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the payable immediately. The Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes by notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(e) or (f), all outstanding Notes will become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to September 30, 2022 for any reason (including the acceleration of claims by operation of law), in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 6 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to September 30, 2022, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f) (including the acceleration of claims by operation of law)), the Applicable Premium with respect to an optional redemption pursuant to Paragraph 6 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium (including the Applicable Premium) payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium (including the Applicable Premium) shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM (INCLUDING THE APPLICABLE PREMIUM) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium (including the Applicable Premium) is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium (including the Applicable Premium) shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium (including the Applicable Premium); and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium (including the Applicable Premium) to Holders as herein described is a material inducement to Holders to purchase the Notes. In case an the event of any Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs6.01(d), such principalEvent of Default and all consequences thereof (excluding, premiumhowever, if any, and interest amount with respect to all of the Securities of that Series any resulting payment default) shall be due annulled, waived and payable immediately rescinded, automatically and without any declaration or other act on the part of action by the Trustee or the Holders of the Securities Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that Series(x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite number of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 that occurs with respect to the Parent or the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series Notes then outstanding outstanding, by written notice to the Company Parent (and to the Trustee if such notice is given by the Holders), may, and the Trustee, may at the request of such Holders, shall, declare that the entire principal amount of all of, premium, if any, and accrued interest on the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are be immediately due and payable. Upon a declaration of acceleration, in which case such amounts principal of, premium, if any, and accrued interest shall become be immediately due and payable; PROVIDED. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, HOWEVERsuch declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Parent, that the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Parent or the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such acceleration a declaration of acceleration, but before a judgment or decree based on such acceleration is for the payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes by written notice to the Parent and to the Trustee, may waive all past Defaults and rescind and annul such declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principalthe principal of, interest or premium, if any, and accrued interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under described in clauses (7) and (8) of Section 6.1(4) or (5)6.1) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding Notes by written notice to the Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare that the entire principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that Series then outstanding plus Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest to shall be due and payable immediately. In the date event of a declaration of acceleration are immediately due of the Notes because an Event of Default described in clause (6) of Section 6.1 has occurred and payableis continuing, in which case the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such amounts Event of Default pursuant to clause (6) of Section 6.1 shall become immediately due be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and payable; PROVIDED, HOWEVER, that after such if (1) the annulment of the acceleration but before a of the Notes would not conflict with any judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount court of the outstanding Securities of that Series may rescind competent jurisdiction and annul such acceleration and its consequences if (i2) all existing Events of Default, other than the except nonpayment of accelerated principal, premium or interest or premium, if any, on the Notes that has become became due solely because of the accelerationacceleration of the Notes, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified described in clauses (7) and (8) of Section 6.1(4) or (5) with respect to 6.1 occurs and is continuing, the Company occurs, such principalprincipal of, premium, if any, and accrued and unpaid interest amount with respect to on all of the Securities of that Series Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriesany Holders.

Acceleration. If an Event of Default (other than an Event of Default with respect to Securities of any Series at the time outstanding Company specified in clause (other than an Event of Default arising under Section 6.1(47) or (5)8) of Section 11.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Securities of that Series then outstanding may, by written notice to the Company and the Trustee, may declare that all unpaid principal of plus interest (including Additional Interest, if any) accrued and unpaid through the entire principal amount date of such declaration on all the Securities of that Series then outstanding to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default with respect to the Company specified in clause (7) or (8) of Section 11.1 occurs, all unpaid principal of plus accrued and unpaid interest to (including Additional Interest, if any) on all the date of acceleration are Securities then outstanding shall ipso facto become and be immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment payable without any declaration or decree based other act on such acceleration is obtained by the Trustee, part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities of that Series or the Holders originally causing the acceleration by notice to the Trustee may rescind and annul such an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (ia) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the nonpayment of accelerated principal, the principal of plus accrued and unpaid interest or premium, if any, on the Securities that has become due solely because by such declaration of the acceleration, have been cured or waived, waived and (iic) all payments due to the extent the payment of such interest is lawful, interest on overdue installments of interest Trustee and overdue principal, which has become due otherwise than by such declaration of acceleration, has any predecessor Trustee under Section 12.6 have been paid and (iii) the rescission would not conflict with any judgment or decreemade. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(46.1(5) or (56)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of of, and premium if any, on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDEDprovided, HOWEVERhowever, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that such Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(46.1(5) or (56) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount at maturity of the Securities of that Series Notes, then outstanding outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare that the entire principal amount of all Accreted Value of, premium, if any, and accrued interest on the Securities of that Series then outstanding plus accrued and unpaid interest Notes to the date of acceleration are be immediately due and payable. Upon a declaration of acceleration, in which case such amounts Accreted Value of, premium, if any, and accrued interest shall become be immediately due and payable; PROVIDED. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, HOWEVERsuch declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Group Member or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to the Company, that the Accreted Value of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 69 63 At any time after such acceleration a declaration of acceleration, but before a judgment or decree based on such acceleration is for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Securities of that Series Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul such declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment non-payment of accelerated principalthe principal of, interest or premium, if any, and accrued interest on the Notes that has have become due solely because by such declaration of the acceleration, have been cured or waived, waived and (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event decree of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all a court of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Seriescompetent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements of the Trustee and its agents and counsel have been paid and (iiiiv) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series. No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 7.01(5) or (6)) with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the such Securities of that such Series then outstanding may, by written notice to the Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare that all unpaid principal (or, if such Securities are Original Issue Discount Securities, such portion of the entire principal amount of all as may then be payable on acceleration as provided in the Securities of that Series then outstanding plus terms thereof) and accrued and unpaid interest to the date of acceleration are on all such Securities of such Series then outstanding (if not then due and payable) to be due and payable and, upon any such declaration, the same shall become and be immediately due and payable. If an Event of Default specified in Section 7.01(5) or (6) occurs, all unpaid principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal amount as may then be payable on acceleration as provided in which case such amounts the terms thereof) and accrued interest on all Securities of every Series then outstanding shall IPSO FACTO become and be immediately due and payable; PROVIDEDpayable without any declaration or other act on the part of the Trustee or any Securityholder. Upon payment of such principal amount and interest, HOWEVERall of the Company's obligations under such Securities of such Series and this Indenture with respect to such Securities of such Series, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trusteeother than obligations under Section 8.07, the shall terminate. The Holders of a majority in aggregate principal amount of the outstanding Securities of that such Series then outstanding by notice to the Trustee may rescind and annul such an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment non-payment of accelerated principal, interest or premium, if any, that the principal of the Securities of such Series which has become due solely because by such declaration of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and paid, (iii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction and (iv) all payments due to the Trustee and any predecessor Trustee under Section 8.07 have been made. No such rescission Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 7.02, the Company shall affect not be obligated to pay any subsequent Default or impair premium in connection with any right consequent thereto. In case repayment arising from an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that SeriesDefault.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under specified in Section 6.1(46.01 (f) or (5)g) occurs relating to the Company) shall occur and is be continuing, the Trustee by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes may declare the Securities principal of that Series then outstanding and accrued interest on all the Notes to be due and payable by written notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that it is a declaration of acceleration, may declare that and the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately due and payable, in which case such amounts same shall become immediately due and payable; PROVIDED. If an Event of Default specified in Section 6.01 (f) or (g) with respect to the Company occurs and is continuing, HOWEVERthen all unpaid principal of, that and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration but before a judgment or decree based on such acceleration is obtained by with respect to the TrusteeNotes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series Notes may rescind and annul cancel such acceleration declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (ib) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of accelerated principal, principal or interest or premium, if any, that has become due solely because of the acceleration, have been cured or waived, (iic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iiie) in the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all event of the Securities of that Series shall be due and payable immediately without any declaration cure or other act on the part of the Trustee or the Holders of the Securities of that Series.waiver

Acceleration. If an any Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4specified in clause (g) or (5)h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by written notice or the Holders of at least 25% in principal amount (or, if prior to April 1, 2008, Accreted Value) of the then outstanding Notes may declare the principal amount (or, if prior to April 1, 2008, Accreted Value) of all Notes to be due and payable immediately. Upon any such declaration, the principal amount (or, if prior to April 1, 2008, Accreted Value) of the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or the Holders any group of not less than 25% in aggregate principal amount of the Securities of that Series then Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately Notes shall be due and payable, in which case such amounts shall become payable immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before a judgment without further action or decree based on such acceleration is obtained by the Trustee, the notice. The Holders of a majority in aggregate principal amount (or, if prior to April 1, 2008, Accreted Value) of the then outstanding Securities Notes by written notice to the Trustee may on behalf of that Series may all of the Holders rescind and annul such an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the Default (except nonpayment of accelerated principal, interest or premium, if any, premium that has become due solely because of the acceleration, ) have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case If an Event of Default specified in occurs on or after April 1, 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 payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.1(4) or (5) with respect 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company occursextent permitted by law, such principalanything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, premium, if any, and interest amount with respect to all 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Securities Company with the intention of that Series 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 immediately without any declaration or other act on the part in an amount, for each of the Trustee or the Holders years beginning on April 1, 2008 of the Securities years set forth below, as set forth below (expressed as a percentage of the Accreted Value of the Notes to the date of payment that Series.would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 2008............................................... 105.688% 2009............................................... 103.792% 2010............................................... 101.896% 2011 and thereafter................................ 100.00%