Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(f) or (8) of Section 6.1 g) with respect to either of the Company Issuers or the Issuera Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the upon written request of Holders of at least 3025% in principal amount of the outstanding Notes Securities, by written notice to the Issuer and the Trustee, may Issuers shall declare that the principal of, premium, if any, and accrued and but unpaid interest on all the Notes to be 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 Issuers 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, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (76.01(f) or (8) above g) with respect to either of the Company Issuers or the Issuer occurs and is continuinga Significant Subsidiary occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will 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 a majority in principal amount of the Securities 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 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 the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the 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 any such events.

Acceleration. If an Event of Default occurs under Section 6(a)(viii) or (ix), then the outstanding principal of, all accrued interest on this Note, and any other than an amounts due under this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any other Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuingcontinuing the Holder, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the TrusteeBorrowers, may declare the principal of, premium, if anyaccrued interest on this Note, and accrued and unpaid interest on all the Notes any other amounts due under this Note to be immediately due and payable. Upon such a declaration, such principal, premium interest and accrued and unpaid interest will be other amounts shall become immediately due and payable immediatelypayable. In the event The Holder may rescind an acceleration and its consequences if all existing Events of a declaration Default have been cured or waived, except nonpayment of acceleration principal, interest or other amounts that have become due solely because of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration, and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree decree. Any notice or rescission shall be given in the manner specified in Section 15 of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due this Note. Notwithstanding any provision in this Note to the Trustee contrary and reimburse to the Trustee for any and all expensesextent permitted by applicable law, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If if an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of any of the TBW Companies with respect the intention of avoiding payment of the Optional Redemption Price that the Borrowers would have had to pay if the Company or the Issuer occurs and is continuingBorrowers then had elected to optionally redeem this Note pursuant to Section 4 of this Note, the principal ofthen upon acceleration of this Note, premium, if any, and accrued and unpaid interest on all the Notes will an equivalent Optional Redemption Price shall also become and be immediately due and payable without any declaration or other act on payable; provided that if such acceleration occurs before November 1, 2007, the part Optional Redemption Price shall be deemed to be 112% of the Trustee or any Holdersthen outstanding principal amount of this Note.

Acceleration. (a) If an Event of Default (other than an Event of Default described in clause (7Section 6.01(g) or (8) of and Section 6.1 with respect to the Company or the Issuer6.01(h)) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Issuer Issuers (and to the Trustee, may declare Trustee if such notice is given by the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payableHolders). Upon such a declaration, such principal, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes on the date of such declaration) and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified described in clause (4Section 6.01(f) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and. ​ ​ (3b) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7Section 6.01(g) or (8) above with respect to the Company or the Issuer Section 6.01(h) occurs and is continuing, the principal of, premiumpremium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes on the date of such declaration), if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(a)(7) or (8) of Section 6.1 above with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable immediately. In by notice in writing to the event Company and the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration of the Notes because acceleration.” If an Event of Default specified in clause (4Section 6.1(a)(7) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the Company or Company, then the Issuer occurs unpaid principal of (and is continuing, the principal of, premium, if any, ) and accrued and unpaid interest on all the Notes will shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuingcontinuing and is known to the Trustee (as set forth in Section 11.03(j)), the Trustee Trustee, by written notice to the Issuer Issuers, or the Holders of at least 30% in principal amount of the then outstanding Notes Notes, by written notice to the Issuer Issuers and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all of the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because preceding, if an Event of Default specified in clause Section 6.01(a)(ix) or (4x) occurs, then all outstanding Notes shall become due and payable immediately without further action or notice. The Holders of Section 6.1 has occurred and is continuing, the declaration of acceleration a majority in principal amount of the then outstanding Notes shall be automatically annulled if by notice to the event Trustee may, on behalf of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders all of the IndebtednessHolders of all of the Notes, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of rescind an acceleration with respect thereto and if: its consequences if (1i) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; decree; (2ii) all existing Events of Default, Default (except with respect to nonpayment of principal, premium interest or interest on the Notes premium, if any, that became have become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3iii) there to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due other than by such declaration of acceleration, has been paid; and (iv) the Issuers have paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee its compensation and reimburse reimbursed the Trustee for any and all its fees, expenses, disbursements disbursements, damages, losses, liabilities and advances (including reasonable and documented attorney’s fees incurred by the Trustee, its agents and its counsel, in expenses). No such capacity, in connection with such acceleration. If an Event of rescission shall affect any subsequent Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without impair any declaration or other act on the part of the Trustee or any Holdersright consequent thereto.

Acceleration. If an Event any of Default the following events shall occur and be continuing for any reason whatsoever (other than an Event and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of Default described law or otherwise): (i) the Issuers default in clause (7) the payment of any principal of or (8) of Section 6.1 Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the Company matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Issuer) occurs and is continuingPrudential NPA beyond any period of grace provided with respect thereto, the Trustee by notice to the Issuer or the Holders of at least 30% Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in principal amount of the outstanding Notes by written notice to the Issuer such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the Trusteeeffect of such failure or other event is to cause, may declare or to permit the principal ofholder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, premiumsuch obligation to become due prior to any stated maturity, if any, and accrued and unpaid interest on all the Notes or any such obligation shall be declared to be due and payable. Upon , or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a declarationconditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y)[ any] Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such principalobligation to become due prior to any stated maturity, premium and accrued and unpaid interest will or any such obligation shall be declared to be due and payable immediately. In the payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of a declaration the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of acceleration any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes because and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in clause (4i) or (ii) of Section 6.1 has occurred and is continuingthis paragraph 7A, the declaration holder of acceleration any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Issuers, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Issuers, declare all of the Notes to be, and all of the Notes shall thereupon be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or curedand become, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration immediately due and payable together with respect thereto interest accrued thereon and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited together with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premiumYield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and accrued and unpaid interest on all the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes will become free from repayment by the Issuers (except as herein specifically provided for) and be immediately due and payable without any declaration or other act on that the part provision for payment of the Trustee Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or any Holdersare accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4viii) or (ix) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any of acceleration its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%

Acceleration. (a) If an Event of Default (other than an Event of Default described in clause clauses (75) or and (8) 6) of Section 6.1 6.01) with respect to the Company Parent or the Issuer) Issuer occurs and is continuing, then and in every such case, unless the principal of all the Notes have already become due and payable, either the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by such Holders). Upon such a declaration, such principal, premium premium, if any, and accrued and unpaid interest interest, if any, will be due and payable immediately. In payable. (b) If, at any time after the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration principal amount of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in fullso declared to be immediately due and payable, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with before any judgment or decree for the payment of the moneys due on account of such declaration shall have been obtained or entered, all defaults under this Indenture, other than the nonpayment of principal of or premium, if any, or accrued interest on the Notes which shall have become due by acceleration shall have been remedied—then and in every such case the Holders of a court majority in aggregate principal amount of competent jurisdiction;the Notes then outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend or shall, affect any subsequent default, or shall impair any right consequent thereon. (2c) all existing Events The Trustee may withhold from Holders notice of Defaultany Default (except any Default in the payment of principal of, except nonpayment of principalpremium, premium if any, or interest on the Notes Notes) if the Trustee determines that became due solely because withholding notice is in the interests of the acceleration of the Notes, have been cured or waived; andsuch Holders to do so. (3d) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If In case an Event of Default described in clause clauses (75) or (8) above 6) of Section 6.01 with respect to the Company Parent or the Issuer occurs and is continuingoccurs, the principal of, premium, if any, and accrued and unpaid interest interest, if any, on all the then outstanding Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If In the case of an Event of Default pursuant to clause (9) of Section 6.01 hereof, with respect to OPTI or any of OPTI’s Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OPTI, all outstanding Notes shall become due and payable immediately without further action or notice. If any other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to OPTI specifying the Event of Default. Upon receipt of any such declaration by OPTI, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, Trustee may declare the principal of, premium, if any, and accrued and unpaid interest on behalf of all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because Holders rescind and annul an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration and is continuing, the declaration of acceleration of the Notes shall be automatically annulled its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration) have been cured or waived. 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 OPTI with the intention of avoiding payment of the premium that OPTI would have had to pay if OPTI then had elected to redeem the Notes pursuant to Section 3.08 hereof, then, upon acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts an equivalent premium shall also become and be immediately due and payable, to the Trustee and reimburse extent permitted by law, anything in this Indenture or in the Trustee for any and all expenses, disbursements and fees incurred by Notes to the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationcontrary notwithstanding. If an Event of Default described in clause occurs prior to December 15, 2010 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of OPTI with respect to the Company or intention of avoiding the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest prohibition on all redemption of the Notes will prior to December 15, 2010, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersin an amount provided under Section 3.08(c) hereof.

Acceleration. If In the case of an Event of Default specified in clause (viii) and (ix) of Section 11(a), all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, ("Accelerating Holders") may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately by notice in writing to the Company specifying the respective Event of Default. Upon At any time after a declaration of acceleration under this Agreement, but before a judgment or decree for payment of the money due has been obtained by the Holders, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company, may rescind such a declarationdeclaration and its consequences if: (i) the Company has paid to the Holders (1) all overdue interest on all Notes, (2) all unpaid principal of (and premium, if any, on) any outstanding Notes that has become due otherwise than by such principaldeclaration of acceleration and interest thereon at the rate borne by the Notes, premium and accrued (3) to the extent that payment of such interest is lawful, interest upon overdue interest and unpaid overdue principal at the rate borne by the Notes; and (ii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will be due and payable immediatelyaffect any subsequent default or impair any right consequent thereon. In Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in clause (4Section 11(a)(v) of Section 6.1 has shall have occurred and is continuingbe continuing and provided no judgment or decree for payment of the money due has been obtained by the Holders, the such declaration of acceleration of the Notes shall be automatically annulled if the event Indebtedness that is the subject of default or payment default triggering such Event of Default pursuant has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to clause (4) shall be remedied or cured, or waived the Holders by the Company and countersigned by the holders of the Indebtednesssuch Indebtedness or a trustee, fiduciary or the Indebtedness that gave rise to agent for such Event of Default shall have been discharged in full, in each caseholders, within 30 days after the such declaration of acceleration with in respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have and no other Event of Default has occurred during such 30-day period which has not been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in waived during such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersperiod.

Acceleration. (a) If an Event of Default (other than an Event of Default the type described in clause Section 6.01(6) or (7) or (8) of Section 6.1 occurs with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable. Upon such payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event “notice of acceleration.” (b) At any time after a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto to the Notes as described in Section 6.02(a), the Holders of a majority in principal amount of the Notes (including any Additional Notes) may rescind and ifcancel such declaration and its consequences: (1) if the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdictiondecree; (2) if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium principal or interest on the Notes that became has become due solely because of the acceleration acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; or (5) in the event of the Notescure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived; and (3) there has been paid . No such rescission shall affect any subsequent Default or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for impair any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersright consequent thereto.

Acceleration. If In the case of an Event of Default (other than an Event of Default described in clause (7arising under Section 6.1(7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuinghereof, the principal of, premium, if any, and accrued and unpaid interest interest, if any, and Additional Amounts, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may by notice in writing to the Company and the Trustee, declare all Notes to be due and payable, and any such notice shall specify the respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all the Notes shall become immediately due and payable payable. In the event of any Event of Default specified in Section 6.1(5) relating to Indebtedness under securities, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically and without any declaration or other act on the part of action by the Trustee or any the Holders, if within 30 days after such Event of Default arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to such Event of Default or (z) if the default that is the basis for such Event of Default has been cured.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7a) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (4viii) or (ix) of Section 6.1 has occurred 6.01 with respect to the Company, any Guarantor that is not an Insignificant Subsidiary or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the declaration 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; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, that acceleration shall not be effective until the earlier of (i) an acceleration of Indebtedness under the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause Credit Agreement; and (4ii) shall be remedied or cured, or waived five Business Days after receipt by the holders Issuers and the agent under the Credit Agreement of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because written notice of the acceleration of the Notes, have been cured or waived; and. (3b) there has been paid or deposited with In the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for case of any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) occurring by reason of any willful action or (8) above inaction taken or not taken by or on behalf of the Issuers with respect the intention of avoiding payment of the premium that the Issuers would have had to pay if the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all Issuers then had elected to redeem the Notes will pursuant Section 3.07, an equivalent premium shall also become and be immediately due and payable without to the extent permitted by law upon the acceleration of such Notes. If an Event of Default occurs during any declaration time that the Notes are outstanding, by reason of any willful action (or other act inaction) taken (or not taken) by or on the part behalf of the Trustee or any HoldersIssuers with the intention of avoiding the prohibition on redemption of such Notes, then the premium specified in Section 3.07(c) shall also become immediately due and payable to the extent permitted by law upon the acceleration of such Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(a)(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 30% twenty-five percent (25%) in principal amount of the outstanding Outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable immediately. In by notice in writing to the event Company and the Trustee specifying the Event of Default and that it is a declaration "notice of acceleration of the Notes because acceleration." If an Event of Default specified in clause (4Section 6.1(a)(7) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the Company or Company, then the Issuer occurs unpaid principal of (and is continuing, the principal of, premium, if any, ) and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph (a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Sections 6.01(f) or (8) of Section 6.1 with respect to the Company or the Issuerg)) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes by written notice shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and the Trusteeis continuing, may declare the then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes to shall ipso facto become and be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. In the event of a an acceleration declaration of acceleration of the Notes because an Event of Default specified described in clause (4Section 6.01(d) of Section 6.1 has occurred and is continuing, the acceleration declaration of acceleration of the Notes shall be automatically annulled if the event of payment default or payment other default triggering such Event of Default pursuant to clause (4Section 6.01(d) shall be remedied or cured, cured by the Issuer or a Restricted Subsidiary or waived by the holders of the Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 20 days after the acceleration declaration of acceleration with respect thereto and if: if (1a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (2b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (35) there has been paid in the event of the cure or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If waiver of an Event of Default of the type described in clause (7Sections 6.01(f) or (8) above with respect to the Company or the Issuer occurs and is continuingg), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal ofamount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, and accrued and unpaid or interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any HoldersDefault or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7j) or (8) k) of Section 6.1 with respect to the Company or the Issuer9.1) occurs and is continuing, the Trustee may, by notice to the Issuer Company, or the Holders of at least 3025% in aggregate principal amount of the Securities then outstanding Notes may, by written notice to the Issuer Company and the Trustee, may declare the all unpaid principal ofand accrued and unpaid interest, premiumContingent Interest, if any, and accrued Liquidated Damages, if any, to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest on all the Notes payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4j) or (k) of Section 6.1 has occurred and is continuing9.1 occurs, the declaration of acceleration all unpaid principal of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or curedSecurities then outstanding and accrued and unpaid interest, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premiumContingent Interest, if any, and accrued and unpaid interest on all the Notes will Liquidated Damages, if any, 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 a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind, on behalf of all Holders, an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal, interest, Contingent Interest, if any, and Liquidated Damages, if any, which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on overdue installments of interest, Contingent Interest, if any, and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 10.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7i) or (8) j) of Section 6.1 6.01 hereof with respect to the Company Issuers, any Restricted Subsidiary that is a Significant Subsidiary or the Issuerany group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4i) or (j) of Section 6.1 has occurred 6.01 hereof occurs with respect to either of the Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and is continuing, the declaration payable immediately without further action or notice. The Holders of acceleration a majority in aggregate principal amount of the Notes shall be automatically annulled if then outstanding by written notice to the event Trustee may on behalf of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders all of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, Interest, premium or interest on the Notes Liquidated Damages, if any, that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with . Notwithstanding the foregoing, the Trustee a sum sufficient shall have no obligation to pay all amounts due to accelerate the Notes if in the best judgment of the Trustee and reimburse acceleration is not in the Trustee for any and all expenses, disbursements and fees incurred by best interest of the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationHolders of the Notes. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Issuers with respect the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, then upon acceleration of the Notes, an equivalent premium to the Company or premium that the Issuer occurs and is continuingIssuers would have had to pay pursuant to Section 3.07(a) hereof, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will shall also become and be immediately due and payable without payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to August 1, 2003, by reason of any declaration willful action (or other act inaction) taken (or not taken) by or on the part behalf of the Trustee or any HoldersIssuers with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2003, then the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (Default, other than an Event of a Bankruptcy Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) Company, occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer Company (and to the Trustee if the notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuingCompany, the declaration principal of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or accrued interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. Notwithstanding the foregoing, if the Company so elects, the sole remedy of the Holders for (x) a failure to comply with any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence of such failure (which 150th day will be the 90th day after written notice of such failure to comply is provided as set forth above) and (ii) 0.50% from the 151st day to, and including, the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding such Interest Payment Date. On the 241st day after such failure (if such violation is not cured or waived prior to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse of time and the Notes will be subject to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional Interest.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(5) or (8) of Section 6.1 with respect to the Company or the Issuer6.01(6) above occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the then all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes outstanding Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of, premium, if any, and accrued interest on all the Securities to be due and payable by notice in writing to the Company and, if given by Holders, to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration with respect to the Securities as described in the two preceding paragraphs, the Holders of a majority in principal amount of the then outstanding Securities may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) or Section 6.01(6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(a)(v) or (8) of Section 6.1 above with respect to the Company or the IssuerCompany) occurs shall have occurred and be continuing and is continuingknown to the Trustee, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes Trustee, by written notice to the Issuer Company, or the Holders of not less than 25% in aggregate Principal Amount of the then Outstanding Securities of that series, by written notice to the Company and the Trustee, may declare the unpaid principal of, of (and premium, if any) and any accrued and unpaid interest on all the Securities of the affected series to be immediately due and payable. Any such notice shall specify the Event of Default and that it is a “Notice of Acceleration.” If an Event of Default specified in Section 6.01(a)(v) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be Securities shall ipso facto become immediately due and payable immediately. In without further notice or action on the event of a declaration of acceleration part of the Notes because an Event of Default specified in clause Trustee or any Holder. (4b) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering At any time after such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the a declaration of acceleration with respect thereto and if: (1) to the annulment Securities of the acceleration of the Notes would not conflict with any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a court majority in Principal Amount of competent jurisdiction;the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (2i) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there Company has been paid or deposited with the Trustee a sum sufficient to pay pay: (A) all amounts due to overdue interest on all of the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event Securities of Default described in clause that series; (7B) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of acceleration and accrued any interest thereon at the rate or rates prescribed therefor in the Securities of that series; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Securities of that series; and (D) all sums paid or advanced by the Trustee hereunder and unpaid interest on all the Notes will become reasonable compensation, expenses, disbursements, and be immediately due and payable without any declaration or other act on the part advances of the Trustee and its agents and counsel and (ii) all Events of Default with respect to the Securities of that series, other than the non-payment of the principal of the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any Holderssubsequent Default or Event of Default or impair any rights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Sections 6.01(7) or (8) of Section 6.1 and 6.01(8) hereof with respect to the Company or the IssuerCompany) occurs shall have occurred and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amount with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, cancel such acceleration if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1i) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (2ii) if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, have been cured acceleration. No such rescission shall affect any subsequent Default or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for impair any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationright consequent thereto. If an Event of Default described in clause occurs on or after December 15, 2015 by reason of any willful action (7or inaction) taken (or (8) above with respect to not taken) by or on behalf of the Company or with the Issuer occurs and is continuing, intention of avoiding payment of the principal of, premium, premium that the Company would have had to pay if any, and accrued and unpaid interest on all the Company then had elected to redeem the Notes will pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable without payable, to the extent permitted by law, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to December 15, 2015 by reason of any declaration willful action (or other act inaction) taken (or not taken) by or on the part behalf of the Trustee or any HoldersCompany with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the “Applicable Premium” will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7viii) or (8) ix) of Section 6.1 with respect to the Company or the Issuer6.01 hereof) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer Company (and the Trustee, if given by Holders) may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Notes to be due and payable; provided, however, that such declaration will not become effective until the earlier to occur of (i) the acceleration of the maturity of any Indebtedness under the New Credit Facility or (ii) five Business Days after the Agent under the New Credit Facility or other designated representative of holders of Senior Indebtedness shall have received written notice of the intention of such Holders to accelerate. Upon such a declaration, such declaration the principal, premium premium, if any, and accrued interest and unpaid interest will Liquidated Damages, if any, on all the Notes shall be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4viii) or (ix) of Section 6.1 has occurred and is continuing6.01 hereof occurs, the declaration of acceleration of the all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, upon the acceleration of the Notes. If an Event of Default occurs prior to December 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or with the Issuer occurs and is continuingintention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, the principal of, premium, if anyas discussed below, and accrued and unpaid interest on all the Notes will shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on December 15 of the years set forth below, as set forth below: Year Percentage

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7g) or (8) h) of Section 6.1 6.01 hereof with respect to the Company Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or the Issuerany group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of acceleration of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after ____________, 2002 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to __________, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on ______ of the years set forth below, as set forth below (expressed as a percentage of the amount that would otherwise be due but for the provisions of this paragraph plus accrued interest, if any, to the date of payment): Year Percentage ---- ---------- 1998..............................................._______% 1999..............................................._______% 2000..............................................._______% 2001..............................................._______%

Acceleration. If an Event of Default (other than an Event of Default described in clause (7Section 6.01(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs shall have occurred and is be continuing, then the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Issuer Company declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued but unpaid interest to the date of acceleration and such amounts shall become immediately due and payable or if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five business days after receipt by the Company and the representative of the holders of Senior Indebtedness under or in respect of the Senior Credit Facility of notice of the acceleration of the Notes; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Majority Holders may declare rescind and annul such acceleration and its consequences if all existing Events of Default, other than the principal ofnonpayment of accelerated principal, premium, if any, and accrued and unpaid or interest on all the Notes to be that has become due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration solely because of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration, have been cured or waived and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium decree. No such rescission shall affect any subsequent Default or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for impair any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationright consequent thereto. If In case an Event of Default described in clause (7Section 6.01(7) or (8) above with respect to the Company or the Issuer occurs and is continuingshall occur, the principal of, premium, if any, and accrued and unpaid interest on amount with respect to all of the Notes will become and shall be immediately due and payable immediately without any declaration or other act on the part of the Trustee Holders of the Notes. In the case of any Event of Default pursuant to the provisions of Section 6.01 occurring by reason of any wilful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6 of the Notes, an equivalent premium shall, upon the amounts referred to in the immediately preceding paragraph becoming due and payable, also become and be immediately due and payable to the extent permitted by law, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 1, 2004 by reason of any Holderswilful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to February 1, 2004, pursuant to Section 6 of the Notes, then the premium payable for purposes of this paragraph shall be equal to the interest rate per annum then being paid on the Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (76) or (8) 7) of Section 6.1 that occurs with respect to the Company Issuers or the Issuerany of their Significant Subsidiaries) occurs and is continuingcontinuing under this Indenture, then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes Notes, then outstanding, by written notice to the Issuer Issuers (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 the principal of, premium, if any, and accrued and unpaid interest Interest (and Liquidated Damages, if any) on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of Upon a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuingacceleration, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on Interest (and Liquidated Damages, if any) shall be immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 6.1, relating to the Issuers or any of their Significant Subsidiaries occurs, all the Notes principal and accrued and unpaid Interest (and Liquidated Damages, if any) thereon will become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. (b) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Issuers and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.4 hereof. (c) No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (4a)(8) or (a)(9) of Section 6.1 has occurred 6.01 hereof with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the declaration Trustee or the Holders of acceleration at least 25% in aggregate principal amount of the then outstanding Notes may, by written notice to the Company (and to the Trustee if notice is given by such holders), declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Upon any such declaration, the Notes shall be automatically annulled if become due and payable immediately. The Holders of a majority in aggregate principal amount of the event then outstanding Notes by written notice to the Trustee may, on behalf of default all of the Holders of all the Notes, rescind an acceleration or payment default triggering such waive any existing Default or Event of Default pursuant to clause (4) shall be remedied or curedand its consequences, or waived by if the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (or refrain from taking any action) (a “Noteholder Direction”) provided by any one or more holders of the Notes (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee AMERICAS 129712752 88 that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company (with a copy to the Trustee) with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee (after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee), any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction; (2) all existing Events jurisdiction on such matter. If, following the delivery of Defaulta Noteholder Direction, except nonpayment of principal, premium or interest on the Notes that became due solely because of the but prior to acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due Company provides to the Trustee an Officers’ Certificate stating that a final and reimburse non-appealable determination of a court of competent jurisdiction on such matter has been made that a Directing Holder failed to satisfy its Verification Covenant, the Trustee for cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and all expensesany remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Directing Holder’s participation in such Noteholder Direction being disregarded; and, disbursements and fees incurred if, without the participation of such Directing Holder, the percentage of Notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity or security such holder may have offered the Trustee, its agents which obligations shall continue to survive), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and its counselthe Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, in such capacity, in connection with such acceleration. If any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default described as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in clause (7) accordance with this Indenture, shall have no duty to inquire as to or (8) above investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any officers’ certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative AMERICAS 129712752 89 Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this section. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the trustee takes in accordance with this section, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this section. In connection with the requisite percentages required under this Section 6.01, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Company confirms that any and all other actions that the Trustee takes or the Issuer occurs omits to take under this section and is continuingall fees, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part costs expenses of the Trustee or any Holdersand its agents and counsel arising hereunder and in connection herewith shall be covered by the provisions of Section 7.07 hereof.

Acceleration. If an In any Event of Default (other than an Event of Default described specified in clause (7) 8) or (8) 9) of Section 6.1 with respect to the Company or the Issuer6.01 hereof) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (48) or (9) of Section 6.1 has occurred 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and is continuing, the declaration of acceleration payable immediately without further action or notice. Holders of the Notes shall be automatically annulled may not enforce this Indenture or the Notes except as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to July 31, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to July 31, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for each of the years beginning on July 31 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2003..................................................... 12.500% 2004..................................................... 11.937% 2005..................................................... 9.375% 2006..................................................... 7.812%

Acceleration. If an Event of Default (other than an Event of Default described in clause (7a) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (48) or clause (9) of Section 6.1 has occurred 6.01(a), all then outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the declaration Trustee or the Holders of acceleration at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes shall to be automatically annulled if due and payable immediately by notice in writing to the event Company and, in case of default or payment default triggering such a notice by Holders, also to the Trustee specifying the respective Event of Default pursuant to clause and that it is a notice of acceleration. Upon any such declaration, the Notes shall become due and payable immediately. (4b) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to At any time after such Event of Default shall have been discharged in full, in each case, within 30 days after the a declaration of acceleration with respect thereto to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in Article 6 provided, the Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the annulment Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Notes; (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes would that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding paragraphs (a) or (b), if an Event of Default specified in clause (5) of paragraph (a) shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction; ) shall be automatically rescinded if (1) (A) the Indebtedness that is the subject of such Event of Default has been repaid or (B) the holders of such Indebtedness have rescinded their declaration of acceleration in respect of such Indebtedness and (2) all any other existing Events of Default, except nonpayment non-payment of principal, premium premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7h) or (8) i) of Section 6.1 6.01 hereof with respect to the Company or the IssuerCompany, any Restricted Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, no such acceleration shall be effective until five business days after the giving of written notice to the Company and the representatives under the Designated Senior Debt of such acceleration. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4h) or (i) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company or any of its Restricted Subsidiaries, the declaration of acceleration of the all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above with respect to not taken) by or on behalf of the Company or with the Issuer occurs and is continuing, intention of avoiding payment of the principal of, premium, premium that the Company would have had to pay if any, and accrued and unpaid interest on all the Company then had elected to redeem the Notes will pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable without payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to ________ __, 2003 by reason of any declaration willful action (or other act inaction) taken (or not taken) by or on the part behalf of the Trustee or any HoldersCompany with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, the Make-Whole Price shall become immediately due and payable to the extent permitted by law.

Acceleration. (a) If an any Event of Default (other than an Event of Default described specified in clause (79) or (8) 10) of Section 6.1 with respect to the Company or the Issuer6.01(a)) occurs and is continuing, unless the principal of all the Notes has already become due and payable, the U.S. Trustee by written notice to the Issuer Company, specifying the Event of Default, or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer Company and the U.S. Trustee, may may, and the U.S. Trustee at the request of such Holders shall, declare the principal ofprincipal, premium, if any, and accrued and unpaid interest interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium premium, if any, and accrued and unpaid interest interest, if any, will be due and payable immediately. In The U.S. Trustee shall have no obligation to accelerate the event of a declaration of Notes if and so long as it, in good faith, determines acceleration is not in the interests of the Notes because Holders. (b) Notwithstanding the foregoing, in case an Event of Default specified in under clause (49) or (10) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (46.01(a) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest paid interest, if any, on all the Notes will shall become and be immediately due and payable without any declaration or other act on the part of the U.S. Trustee or any Holders. (c) The Holders of a majority in principal amount of the Notes may 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, with respect to such Notes have been cured or waived or otherwise remedied except nonpayment of principal of or interest, if any, on all Notes that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto, that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If In the case of an Event of Default (other than an Event of Default described specified in clause (79) or (8) 10) of Section 6.1 6.01 hereof, with respect to the Company Parent or the Issuer) any of its Restricted Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes, by written notice to the Parent (and to the Trustee if the written notice is given by Holders) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer Parent and the TrusteeTrustee may, may declare on behalf of all of the Holders of all the Notes, waive all past Defaults and rescind and annul an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premiumpremium on, if any, and accrued and unpaid interest or interest, if any, on all the Notes to be that has become due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediatelysolely because of the declaration of acceleration) have been cured or waived. In the event of a any declaration of acceleration of the Notes because an Event of Default specified in clause (4Section 6.01(5) of Section 6.1 hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment other default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, Debt within 30 days after the declaration of acceleration with respect thereto and if: if (1i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (2ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an Event of Default (other than an Event of Default of the type described in Section 6.01(7) and (8)) shall have occurred and be continuing, then the Trustee may or the Holders as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration and the same shall become immediately due and payable; provided, however, that after any such acceleration but before a judgment or decree based upon such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may, in writing, under certain circumstances, rescind and annul such acceleration if (1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (2) 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 reason of such declaration of acceleration, has been paid, (3) if the Issuer has paid the Trustee its compensation due and payable and reimbursed the Trustee for its expenses (including legal fees and expenses), disbursements and advances incurred prior to the date of such rescission and annulment and (4) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.1 with respect to 6.01 of the Company or the Issuer) occurs and is continuingabove Events of Default, the Trustee by notice to the Issuer shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablewaived. Upon No such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediatelyrescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because case an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default type described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuingof Section 6.01 shall occur, the principal ofprincipal, premium, if any, and accrued and unpaid interest on with respect to all of the Notes will become and shall be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Notes.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs and is continuing, the Trustee by notice to the Issuer Company or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If In the case of an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.1 6.01 hereof, with respect to the Company or the Issuer) any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, Trustee may declare the principal of, premium, if any, and accrued and unpaid interest on behalf of all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because Holders rescind an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration and is continuing, the declaration of acceleration of the Notes shall be automatically annulled its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after December 15, 2006 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07(c) hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to December 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for each of the years beginning on December 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2001..................................................... 112.332% 2002..................................................... 110.791% 2003..................................................... 109.249% 2004..................................................... 107.708% 2005..................................................... 106.166%

Acceleration. If an Event of Default (other than an Event of Default described in clause (7Section 6.01(6) or (8) of Section 6.1 with respect to the Company or the Issuer7)) occurs shall have occurred and is be continuing, then the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Issuer Company declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid to the date of acceleration (1) and such amounts shall become immediately due and payable or (2) if there are any amounts outstanding under or in respect of the Credit Agreement, shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Credit Agreement or five Business Days after receipt by the Company and the representative under or in respect of the Credit Agreement of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Majority Holders may declare the principal of, premium, if any, rescind and accrued annul such acceleration and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and its consequences if: (1) the annulment of the acceleration of the Notes recission would not conflict with any judgment or decree of a court of competent jurisdiction;decree, (2) all existing Events of Default, except other than nonpayment of principal, premium premium, if any, or interest on the Notes that became has become due solely because of the acceleration of the Notesacceleration, have been cured or waived; andwaived as provided in this Indenture, (3) there 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, (4) the Company has paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee its reasonable compensation and reimburse reimbursed the Trustee for any and all its expenses, disbursements and fees incurred by advances, and (5) in the Trusteeevent of the cure or waiver of an Event of Default of the type described in clause (5) of Section 6.01, its agents the Trustee shall have received an Officers' Certificate and its counsel, in an opinion of counsel that such capacity, in connection with Event of Default has been cured or waived. No such accelerationrecission shall affect any subsequent Default or impair any right consequent thereto. If In case an Event of Default described in clause Section 6.01(6) or (7) or (8) above shall occur, the principal, premium and interest amount with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all of the Notes will become and shall be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. In addition, if within 60 days after such Event of Default described in Section 6.01 (6) or (7) arose (x) the Indebtedness 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 in respect of such Indebtedness that is the basis for such Event of Default has been cured, the declaration of acceleration of the Notes referred to in the preceding clause and such Event of Default and the consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, and be of no further effect.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7clauses 8 and 9 above) or (8) of under Section 6.1 with respect to the Company or the Issuer) 6.01 occurs and is continuing, then and in every such case the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding to be due and payable. Upon such , by a declarationnotice in writing to the Company (and to the Trustee, such principal, premium and accrued and unpaid interest will be due and payable immediately. In if given by Holders) specifying the event of a declaration of acceleration of the Notes because an respective Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the upon any such declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will shall become and be immediately due and payable; provided, however, that so long as any Obligations under any Credit Facilities shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under such Credit Facilities or (2) five business days after receipt by the Company and the agent under such Credit Facilities of written notice of such declaration of acceleration of the Notes. If an Event of Default specified in clauses 8 or 9 above occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any HoldersHolder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If (i) (A) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (1) all overdue installments of interest on all the Notes, (2) the principal of, and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Notes, (3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all Events of Default, other than the nonpayment of the principal of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) or (clauses 7 and 8) of under Section 6.1 with respect to the Company or the Issuer) 6.01 occurs and is continuing, then and in every such case the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In , by a notice in writing to the event of a declaration of acceleration of Company (and to the Notes because an Trustee, if given by Holders) specifying the respective Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the upon any such declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will shall become and be immediately due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement or (2) five business days after receipt by the Company and the agent under the Credit Agreement of written notice of such declaration of acceleration of the Notes. If an Event of Default specified in clauses 7 or 8 of Section 6.01 occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any HoldersHolder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If (i) (A) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to pay (1) all overdue installments of interest on all the Notes, (2) the principal of, and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Notes, (3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all Events of Default, other than the nonpayment of the principal of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; provided, however, that, in the event of the cure or waiver of an Event of Default of the type described in clauses 7 or 8 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; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(7) or (8) of Section 6.1 hereof with respect to the Company or the Issuer) occurs and is continuing, the Trustee Trustee, by notice to the Issuer Issuer, or the Holders of at least 3025% in principal amount of the outstanding Notes Notes, by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declarationdeclaration of acceleration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or (8) hereof with respect to the Issuer occurs and is continuing, the principal of and interest on all the 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 Holders of the Notes. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default have been cured or waived except nonpayment of principal of, premium, if any, and interest on the Notes that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.01(6) hereof (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the all Indebtedness that gave rise to such Event of Default shall described in Section 6.01(6) hereof have been discharged in full, in each case, within 30 days after rescinded the declaration of acceleration with in respect thereto of such Indebtedness within 20 days of the date of such declaration, and if: (1) if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) , and all existing Events of Default, except nonpayment non-payment of principal, premium principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7g) or (8) h) of Section 6.1 6.01 hereof with respect to the Company Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or the Issuerany group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of acceleration of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after ____________, 2002 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to __________, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on ______ of the years set forth below, as set forth below (expressed as a percentage of the amount that would otherwise be due but for the provisions of this paragraph, plus accrued interest, if any, to the date of payment):

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7vi) or (8) vii) of Section 6.1 6.01 hereof with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, issued under this Indenture may declare the principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all the Notes issued under this Indenture to be due and payable. Upon such payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration, such principal, premium “notice of acceleration,” and accrued and unpaid interest will be the Notes shall become immediately due and payable immediately. In the event of a declaration of acceleration of the Notes because payable. (b) If an Event of Default specified in clause (4vi) or (vii) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the then outstanding Notes will issued under this Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (c) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a) or 6.02(b) hereof, the Holders of a majority in principal amount of all outstanding Notes issued under this Indenture may rescind and cancel such acceleration and its consequences: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such acceleration, has been paid; (iv) if the Company has paid the Trustee (including its agents and counsel) its reasonable fees and expenses and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (vi) or (vii) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7g) or (8) h) of Section 6.1 6.01 hereof with respect to the Company Issuers, any Significant Subsidiary or the Issuerany group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Issuers, the declaration any of acceleration their Significant Subsidiaries or any group of the Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, premium interest or interest on the Notes Liquidated Damages, if any, that became has become due solely because of the acceleration acceleration, and with respect to any provision of this Indenture that cannot be modified or amended without the consent of the Notes, Holder of each note affected thereby) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after October 1, 2004 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Issuers with respect the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to October 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for each of the years beginning on October 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1999..................................................... 109.750% 2000..................................................... 108.775% 2001..................................................... 107.800% 2002..................................................... 106.825% 2003..................................................... 105.850%

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7f) or (8) g) of Section 6.1 6.01 hereof with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premiumaccrued interest on, and Additional Amounts, if any, and accrued and unpaid interest on with respect to all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company, the Issuer and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal, premium and accrued and unpaid interest will be the same (i) shall become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company, the Issuer and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4f) or (g) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, the then all unpaid principal of, premiumand premium and Additional Amounts, if any, and accrued and unpaid interest on on, all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or Additional Amounts, if any, or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, overdue principal and overdue Additional Amounts, if any, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if either the Company or the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7a) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (49) or clause (10) of Section 6.1 has occurred 6.01(a), all then outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the declaration Trustee or the Holders of acceleration at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes shall to be automatically annulled if due and payable immediately by notice in writing to the event Company and, in case of default or payment default triggering such a notice by Holders, also to the Trustee specifying the respective Event of Default pursuant to clause and that it is a notice of acceleration. Upon any such declaration, the Notes shall become due and payable immediately. (4b) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to At any time after such Event of Default shall have been discharged in full, in each case, within 30 days after the a declaration of acceleration with respect thereto to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in Article 6 provided, the Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the annulment Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Notes; (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes would that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding paragraphs (a) or (b), if an Event of Default specified in clause (6) of paragraph (a) shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction; ) shall be automatically rescinded if (1)(A) the Indebtedness that is the subject of such Event of Default has been repaid or (B) the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness and (2) all any other existing Events of Default, except nonpayment non-payment of principal, premium premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(7) or (8) of Section 6.1 and 6.01(8) hereof with respect to the Company or the IssuerParent) occurs shall have occurred and is be continuing, either the Trustee by notice to the Issuer or the Holders of at least 3025% of the outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Parent shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, cancel such acceleration if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1i) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (2ii) if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, have been cured acceleration. No such rescission shall affect any subsequent Default or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for impair any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationright consequent thereto. If an Event of Default described in clause occurs on or after April 15, 2020 by reason of any willful action (7or inaction) taken (or (8) above with respect to not taken) by or on behalf of the Company or with the Issuer occurs and is continuing, intention of avoiding payment of the principal of, premium, premium that the Issuers would have had to pay if any, and accrued and unpaid interest on all the Issuers then had elected to redeem the Notes will pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable without payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 15, 2020 by reason of any declaration willful action (or other act inaction) taken (or not taken) by or on the part behalf of the Trustee or any HoldersCompany with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7f) or (8) g) of Section 6.1 hereof with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer Company (and the Trustee, if such notice is given by such Holders) may declare the principal of and accrued and unpaid interest on the Notes to be due and payable immediately, which notice shall specify the respective Events of Default and that it is a "Notice of Acceleration". Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.1 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the outstanding Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company specified in clauses (i) or the Issuer(j) of Section 8.01) occurs and is continuing, the Trustee may, by notice to the Issuer Company, or the Holders of at least 3025% in aggregate principal amount of the Securities then outstanding Notes may, by written notice to the Issuer Company and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such declaration on, all the Notes Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationpayable. If an Event of Default described in clause (7) or (8) above with respect to the Company specified in clause (i) or the Issuer occurs and is continuing(j) of Section 8.01 occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all the Notes will Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (Default, other than an Event of Default described specified in clause (79) or (8) of Section 6.1 with respect to the Company or the Issuer10) above, occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer Issuers, 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 declare, the principal of, premium, if any, and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal, premium premium, if any, and accrued and unpaid interest will be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (7) above has occurred and is continuing, such declaration of acceleration will be automatically rescinded and annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuers and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Notes because Notes, and no other Event of Default has occurred during such 60-day period which has not been cured or waived during such period. If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (79) or (8) 10) above with respect to the Company or the Issuer occurs and is continuingoccurs, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding will 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 as to which the acceleration has occurred, by written notice to the Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if, among other things, (1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued and unpaid interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (2) the rescission, in the opinion of counsel, would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7i) or (8) j) of Section 6.1 with respect to the Company or the Issuer6.01) occurs and is continuing, the Trustee by notice to the Issuer Company, or the Holders of at least 3025 % in aggregate principal amount of the then outstanding Notes Exchange Debentures by written notice to the Issuer Company and the Trustee, may declare all the Exchange Debentures to be due and payable immediately. Upon such declaration, the principal of, and premium, if any, and accrued and unpaid interest on all on, the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will Exchange Debentures shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4i) or (j) of Section 6.1 has occurred and is continuing6.01 occurs, the declaration of acceleration of the Notes such an amount shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.Holder. The Holders of a majority in aggregate principal amount of the then outstanding Exchange Debentures by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any of its Subsidiaries with the intention of avoiding restrictions on or payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Exchange Debentures pursuant to Section 3.07, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law. If an Event of Default occurs prior to April 15, 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 Exchange Debentures prior to such date pursuant to Section 3.07, then the premium payable for purposes of this paragraph for the 12-month period beginning on April 15 of the years set forth below shall be as set forth in the following table, expressed as a percentage of the amount that would otherwise be due but for the provisions of this paragraph, plus accrued interest, if any, to the date of payment: Year Percentage 1995................................................. 122.313% 1996................................................. 119.125% 1997................................................. 115.938% 1998................................................. 112.750% 1999................................................. 109.563%

Acceleration. (a) If an Event of Default (other than an Event of Default the type described in clause (7Section 6.01(6) or (8) of Section 6.1 occurs with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable. Upon such payable by notice in writing (the "Acceleration Notice") to the Company and the Trustee, which notice must also specify that it is a declaration"notice of acceleration." In that event, such principal, premium and accrued and unpaid interest the Notes will be become immediately due and payable immediately. In the event of payable. (b) At any time after a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto to the Notes as described in Section 6.02(a), the Holders of a majority in principal amount of the Notes (including any Additional Notes) may rescind and ifcancel such declaration and its consequences: (1) if the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdictiondecree; (2) if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium principal or interest on the Notes that became has become due solely because of the acceleration acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; or (5) in the event of the Notescure or waiver of an Event of Default of the type described in Section 6.01(6) or (8), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; and (3) there has been paid . No such rescission shall affect any subsequent Default or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for impair any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (49) or (10) of Section 6.1 has occurred 6.01 hereof occurs with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be due and is continuing, the declaration payable immediately without further action or notice. The Holders of acceleration a majority in aggregate principal amount of the Notes shall be automatically annulled then outstanding by notice to the Trustee may on behalf of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described occurs on or after November 15, 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 3.07 hereof, then, upon acceleration of the Notes, the Holders of a majority in clause (7) or (8) above with respect principal amount of the then outstanding Notes may direct the Trustee that an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or with the Issuer occurs and is continuingintention of avoiding the prohibition on redemption of the Notes prior to November 15, 2008, then, upon acceleration of the Notes, the Holders of a majority in principal of, premium, if any, and accrued and unpaid interest on all amount of the then outstanding Notes will may direct the Trustee that an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on November 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2003................................................................. 108.833% 2004................................................................. 107.729% 2005................................................................. 106.625% 2006................................................................. 105.521% 2007................................................................. 104.417%

Acceleration. If an Event of Default under Section 6.1 hereof (other than an Event of Default described specified in clause (7Section 6.1(v) or (8) of Section 6.1 vi) with respect to the Company or the IssuerIssuers) occurs shall occur and is be continuing, the Trustee by notice to acting at the Issuer or written direction of the Holders of at least 30% in aggregate principal amount of the then-outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of the Notes and any accrued interest on the Notes to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Upon such declaration of acceleration, the aggregate principal amount of, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable in cash 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 nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. If an Event of Default specified in Section 6.1(v) or (vi) with respect to the Issuers occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premiuminterest, if any, and accrued and unpaid interest on all of the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of the Notes. The Required Holders 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: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its costs, expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.1(v) or (vi), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4vii) or (viii) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any of acceleration its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the 57 Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to December 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on December 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998................................ 114.000% 1999................................ 112.250% 2000................................ 110.500% 2001................................ 108.750% 2002................................ 107.000%

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 8.1(d) or (8) of Section 6.1 e) with respect to the Company Issuer or the IssuerBI) occurs and is continuingcontinuing and has not been waived pursuant to Section 8.10, the Trustee by notice to the Issuer or then the Holders of at least 30% a majority in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, of and accrued and unpaid interest on all the Notes to be due and payable. Upon such payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a declaration"notice of acceleration" (the "Acceleration Notice"), such principal, premium and accrued and unpaid interest will be the same shall become immediately due and payable immediatelyafter receipt by the Issuer of such Acceleration Notice but only if such Event of Default is then continuing. In Upon any such declaration, but subject to the event of a declaration of acceleration of the Notes because immediately preceding sentence, such amount shall be immediately due and payable. If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (78.1(d) or (8) above e) occurs and is continuing with respect to the Company Issuer or the Issuer occurs and is continuingBI, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Notes in accordance with this Section 8.2, the Holders of a majority in principal amount of the outstanding Notes may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and all other amounts due the Trustee under Section 4.6. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, Securities may declare the principal of and accrued interest on all the Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “Notice of Acceleration” and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes outstanding Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Securities as described above, the Holders of a majority in principal amount of the outstanding Securities may rescind and cancel such declaration and its consequences: (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration; (c) 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, indemnities, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clauses (h) or (i) of Section 6.01, with respect to the Company or any Guarantor, all outstanding Notes will become due and payable immediately without further action or notice. Upon the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration, such Notes will immediately become due and payable and (i) if prior to October 17, 2022, the entire unpaid principal amount of such notes plus the Applicable Premium as of the date of such acceleration or (ii) if on or after October 17, 2022, the applicable redemption price as set forth under Section 5.07(d) as of the date of such acceleration, plus in each case accrued and unpaid interest thereon shall all be immediately due and payable. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including an Event of Default specified in clauses (h) or (i) of Section 6.01 (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the notes were optionally redeemed and shall constitute part of the First Lien Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable pursuant to this Section 6.02 shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company and each Guarantor agree that it is reasonable under the circumstances currently existing. The premium shall also be payable if the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means). THE COMPANY AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and each Guarantor expressly agree (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and each Guarantor expressly acknowledge that the agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the notes. If an Event of Default (other than an Event of Default described in clause (7h) or (8) i) of Section 6.1 with respect to the Company or the Issuer6.01) occurs and is continuing, the Trustee by written notice to the Issuer Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer Company and the Trustee, may may, and the Trustee at the written request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest interest, if any, on all the such Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default described in clause (7g) or (8) of Section 6.1 h) above with respect to the Company or the Issuer) occurs and is continuing), the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7g) or (8) h) above occurs with respect to the Company or the Issuer occurs and is continuingIssuer, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes will immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its rea- sonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) 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.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause clauses (7) or and (8) of Section 6.1 6.1(a) with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer (and the TrusteeTrustee in the case of a notice provided by the Holders), may declare the principal of, premium, if any, premium (including the Applicable Premium) and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium (including the Applicable Premium) and accrued and unpaid interest will shall be due and payable immediately. In Notwithstanding the event foregoing, in the case of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause clauses (7) or and (8) above with respect to the Company or the Issuer occurs and is continuingof Section 6.1(a), the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Notes will become and be immediately due and payable without any declaration or other act action or notice on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the 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 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. If the Notes are accelerated or otherwise become due prior to July 12, 2024 for any reason (including the acceleration of claims by operation of law), in each case, as a result of an Event of Default prior to December 21, 2021, 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 5 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to July 12, 2024, in each case, as a result of an Event of Default on or after December 21, 2021, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to paragraph 5, 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 pursuant to paragraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to July 12, 2024, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in clauses (7) and (8) of Section 6.1(a) (including the acceleration of claims by operation of law)), the premium (including the Applicable Premium) payable with respect to an optional redemption pursuant to paragraph 5 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 the event of any Event of Default specified in clause (6) of Section 6.1(a), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the 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. (a) If an Event of Default (other than an Event of Default described specified in clause Section 6.01(6) or (7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs and is continuing, upon receipt by the Trustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Issuer Company, or the Holders of at least 3025% in principal amount of the outstanding Notes Securities by written notice to the Issuer Company and the Trustee, may declare the principal of, of and accrued but unpaid interest and relevant or applicable premium, if any, and accrued and unpaid interest Acceleration Premium or redemption price on all the Notes Securities to be due and payable. Upon such a declaration, such principal, premium interest and accrued and unpaid interest will applicable premium, Acceleration Premium or redemption price shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4Section 6.01(6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuingoccurs, the principal of, of and interest and applicable premium, if any, and accrued and unpaid interest Acceleration Premium or redemption price on all the Notes will 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 principal amount of the Securities by written notice to the Trustee ▇▇▇▇-▇▇▇▇-▇▇▇▇ and the Company 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 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. (b) Notwithstanding the foregoing, if an Event of Default under Section 6.01(5) has occurred and is continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (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. EACH OF THE COMPANY AND THE GUARANTORS 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 PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable 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, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Company and the Guarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default (other than an ------------ Event of Default described specified in clause (7Section 6.01(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs and is continuing, the Trustee by notice to the Issuer Company, or the Holders of at least 3025% in principal amount of the outstanding Notes Securities by written notice to the Issuer Company and the Trustee, may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the Notes Securities to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (76.01(7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes will 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 HoldersSecurityholders. The Holders of a majority in principal amount of the Securities 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 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 event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 6.01 (6) above shall have occurred and be continuing, such declaration of acceleration of the Securities and such Event of Default shall be automatically annulled and rescinded and be of no further effect if the Indebtedness that is the subject of such Event of Default has been discharged or paid in full or such Event of Default shall have been cured or waived by the holders of such Indebtedness and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness and written notice of such discharge, cure or waiver and rescis sion, as the case may be, shall have been given to the Trustee within 30 days after such declaration of acceleration in respect of the Securities by the Company in an Officers' Certificate or by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee and no other Event of Default shall have occurred which has not been cured or waived during such 30-day period.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 11(b)(D), 11(b)(E) or (8) of Section 6.1 with respect to the Company or the Issuer11(b)(E)) occurs and is continuing, upon receipt by the Trustee by notice to the Issuer Agent or the Holders Company, as applicable, of at least 30% in principal amount written notice from the Requisite Holders, the Agent, on behalf of the outstanding Notes by written notice to Requisite Holders, or the Issuer and the Trustee, Requisite Holders may declare the principal of, premium, if any, of and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and but unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing11(b)(D), the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (711(b)(E) or (8) above 11(b)(E) with respect to the Company or the Issuer occurs and is continuingGuarantor occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes will 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. (b) The Holder Majority, on behalf of the Holders of the Notes, by written notice to the Company may rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences if such waiver, rescission or cancellation would not conflict with any judgment or decree 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 Event of Default or impair any right consequent thereto. (c) In the event of any Event of Default arising from Section 11(b)(G), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any further action by the Holder, if prior to 20 days after such Event of Default arose, the Company delivers notice in writing to the Holder stating that (i) the Indebtedness that is the basis for such Event of Default has been discharged or (ii) that 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 (iii) the default that is the basis for such Event of Default has been cured and if such Indebtedness was accelerated, such acceleration was rescinded or waived.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4i) or (j) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any of acceleration its Significant Subsidiaries or any group of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest, premium or interest on the Notes Liquidated Damages, if any, that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to April 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, in each of the Trustee or any Holders.years beginning on April 15 of the years set forth below, as set forth below: YEAR PERCENTAGE ---- ---------- 1997 115.333% 1998 113.417% 1999 111.500% 2000 109.583% 2001 107.667%

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7f) or (8) g) of Section 6.1 above with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest 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”, and the same shall become immediately due and payable. If an Event of Default specified in clause (f) or (g) of Section 6.1 above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the outstanding Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(e) or (8) of Section 6.1 with respect to the Company or the Issuerf)) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer (and the TrusteeTrustee in the case of a notice provided by the Holders), may declare the principal of, premium, if any, and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event The Holders of a declaration of acceleration majority in principal amount of the Notes because by notice to the Trustee may rescind an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration and is continuing, the declaration of acceleration of the Notes shall be automatically annulled its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium 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 their maturity date, in each case, as a result of an Event of Default, on or after August 15, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that became becomes due solely because of and payable shall equal the acceleration redemption price applicable with respect to an optional redemption of the Notes, have been cured in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or waivedotherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to August 15, 2020, 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, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any 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 premium applicable with respect to an optional redemption pursuant to Paragraph 5 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 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 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 IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; and (3B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been paid or deposited with a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the 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 to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee a sum sufficient to pay all amounts due or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee and reimburse stating that (x) the Trustee Indebtedness or guarantee that is the basis for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) has been discharged or (8) above with respect 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 Company or default that is the Issuer occurs and is continuingbasis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal of, premium, if any, and accrued and unpaid interest on all amount of the Notes will become and as described above be immediately due and payable without annulled, waived or rescinded upon the happening of any declaration or other act on the part of the Trustee or any Holderssuch events.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (414) or (15) of Section 6.1 has occurred 6.01 hereof, with respect to the Authority, all outstanding Notes will become due and payable immediately without further action or notice, subject to the second sentence of Section 13.01 hereof. If any other Event of Default occurs and is continuing, the declaration Trustee or the Holders of acceleration at least 25% in principal amount of the then outstanding Notes shall may, subject to the second sentence of Section 13.01 hereof, declare all the Notes to be automatically annulled due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after October 1, 2006 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Authority with respect the intention of avoiding payment of the premium that the Authority would have had to pay if the Authority then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law and subject to the second sentence of Section 13.01 hereof, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to October 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Authority with the intention of avoiding the prohibition on redemption of the Notes prior to October 1, 2006, then, upon acceleration of the Notes and subject to the second sentence of Section 13.01 hereof, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for the periods set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence):

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(a)(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 30% twenty-five percent (25%) in principal amount of the outstanding Outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable immediately. In by notice in writing to the event Company and the Trustee specifying the Event of Default and that it is a declaration "notice of acceleration of the Notes because acceleration." If an Event of Default specified in clause (4Section 6.1(a)(7) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the Company or Company, then the Issuer occurs unpaid principal of (and is continuing, the principal of, premium, if any, ) and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph (a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances, including counsel fees and expenses. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. If an Event of Default specified in paragraph (other than an Event of Default described in clause (7e) or (8) of Section 6.1 6.01 occurs with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes outstanding Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of and accrued interest on such Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration with respect to the Securities as described in the two preceding paragraphs, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (i) or (ii) of paragraph (f) of Section 6.01, if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event Upon the request of Default the Majority Banks, and after notifying the Borrower, the Local Agent shall be entitled to refuse any new Drawdown under the Agreement and/or to demand immediate (re)payment of all outstanding principal, interest, late-payment interest, costs, fees and incidental expenses and all other than an Event amounts due under this Agreement, without making demand, formal notice or any judicial or extra-judicial formality, upon the occurrence of Default described any following events, unless such event no longer exists on the date the Local Agent notifies the Borrower of the acceleration event and/or refuses a new Drawdown: 1) In the event that the Borrower fails to pay any amount due under the Agreement on its due date, if the Borrower does not remedy such default within 15 Days of being given notice to do so; 2) In the event that one or more of the representations and warranties made by the Borrower in clause connection with this Agreement ceases to be accurate or in force; 3) In the event that one or more of the obligations of or covenants undertaken by the Borrower or the Guarantor in connection with this Agreement ceases to be substantially valid or in force; 4) In the event that any Benin import license for any material portion of the Equipment ceases to be substantially valid or in force; 5) In the event that any event occurs which materially affects the Project and jeopardizes repayment of the Facility; 6) In the event that the Borrower does not perform one or more of its other obligations under this Agreement within fifteen (15) days after notice requiring it to remedy such non-performance; 7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration change in the Borrower's ownership structure or a merger, spin-off or dissolution of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if Borrower; 8) In the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders discontinuation of the Indebtedness, Borrower's business; or a material change in the Borrower's core business; or the Indebtedness Borrower's court-ordered liquidation; or 9) In the event that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment any of the acceleration guaranties listed in Clauses 11.1 to 11.4 ceases to be valid and enforceable under the terms of the Notes would not conflict with Agreement in whole or in part and for any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Defaultreason whatsoever, except nonpayment of principal, premium or interest on in the Notes event that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited Local Agent does not comply with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, formalities set forth in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) APPENDIX 11.3.1A or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersAPPENDIX 11.3.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause (49) or (10) of Section 6.1 has occurred 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries (other than Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company (other than the Exempt Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the declaration Trustee or the Holders of acceleration at least 25% in principal amount of the then outstanding Notes shall may declare all the Notes to be automatically annulled if due and payable immediately. The Holders of a majority in aggregate principal amount of the event then outstanding Notes by written notice to the Trustee may, on behalf of default all of the Holders, rescind an acceleration or payment default triggering such waive any existing Default or Event of Default pursuant to clause (4) shall be remedied or cured, or waived by and its consequences if the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes Liquidated Damages, if any, that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after December 15, 2008 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to December 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for each of the years beginning on December 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2003....................................................... 108.0% 2004....................................................... 107.2% 2005....................................................... 106.4% 2006....................................................... 105.6% 2007....................................................... 104.8%

Acceleration. If Upon the occurrence of an Event of Default specified in Section 10.1 (other than an Event of Default described specified in clause clauses (7f) or (8) g) of Section 6.1 with respect 10.1 relating to the Company or the an Issuer) occurs and is continuing), the Trustee by notice to the Issuer or the Note Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such payable by notice in writing to the Issuers specifying the Event of Default and that it is a declaration, such principal, premium “notice of acceleration” and accrued and unpaid interest will be the same shall become immediately due and payable immediately. In provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment date of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationDesignated Senior Debt. If an Event of Default of the type described in clause clauses (7f) or (8) above with respect g) of Section 10.1 relating to the Company or the Issuer Issuers occurs and is continuing, the then all unpaid principal amount of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any Note Holder. At any time after a declaration of acceleration with respect to the Trustee Notes as described in the preceding paragraph, the Note Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Issuers may rescind and cancel such declaration and its consequences: (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration; (c) 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 (d) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 10.1 relating to an Issuer, an Officer’s Certificate and an Opinion of Counsel to the effect that such Event of Default has been cured or waived shall have been made available for inspection by each Note Holder; provided, however, that such counsel may address such Opinion of Counsel to such Issuer, Guarantor or Surviving Entity and rely, as to matters of fact, on a certificate or certificates of officers of the Issuers. No such rescission shall affect any Holderssubsequent Default or impair any right consequent thereto.

Acceleration. If an Upon the happening of any Event of Default specified in Section 6.01 (other than an Event of Default described specified in clause (7Section 6.01(i) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuingj)), the Trustee by notice to the Issuer may, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Senior Notes by written notice to the Issuer and the Trusteemay, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Senior Notes to be due and payable. Upon such a declaration, such principal, premium payable by notice in writing to the Issuer (and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of Trustee if given by the Notes because an Holders) specifying the respective Event of Default specified in clause (4) and that it is a "notice of Section 6.1 has occurred acceleration," and is continuing, the declaration of acceleration of the Notes same shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto become immediately due and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationpayable. If an Event of Default of the type described in clause (7Section 6.01(i) or (8) above with respect to the Company or the Issuer occurs and is continuingj) occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will then such amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Senior Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by written notice to the Issuer and the Trustee may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal of, premium, if any, or interest that has become due solely because of such acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal and premium, if any, which have become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(i) or (j), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Issuer. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period (including any extension thereof) or the occurrence of such acceleration), and written notice of such repayment or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after any such acceleration in respect of the Senior Notes and so long as such rescission of any such acceleration of the Senior Notes does not conflict with any judgment or decree as certified to the Trustee by the Issuer.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(7) or (8) of Section 6.1 with respect to the Company or the Issuer8)) occurs and is continuing, the Trustee by notice to the Issuer Company, or the Holders of at least 3025% in outstanding principal amount of the outstanding Notes Securities by written notice to the Issuer Company and the Trustee, may may, and the Trustee at the written request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest interest, on all the Notes Securities to be due and payable. Upon such a declaration, such principal, premium premium, if any, and accrued and unpaid interest will shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Notes because an Event of Default specified set forth in clause (4Section 6.1(6) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4Section 6.1(6) shall be remedied or cured, cured by the Company and/or the relevant Restricted Subsidiary or waived by the holders of the Indebtedness, or relevant Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 20 days after the declaration of acceleration with respect thereto and if: if (1i) the annulment of the acceleration of the Notes Securities would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (2ii) all existing Events of Default, except other than the nonpayment of principal, premium or interest on the Notes Securities that became has become due solely because of the acceleration of the Notessuch acceleration, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described specified in clause (7Section 6.1(7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7g) or (8) h) of Section 6.1 6.01 hereof with respect to the Company Company, any Restricted Subsidiary that is a Significant Subsidiary or the Issuerany group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any of acceleration its Restricted Subsidiaries that are Significant Subsidiaries or any group of the Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after February 1, 2004 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to February 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act in an amount, for each of the years beginning on February 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the part date of payment that would otherwise be due but for the Trustee or any Holders.provisions of this sentence): Year Percentage ---- ---------- 1999........................................... 118.00% 2000........................................... 115.75% 2001........................................... 113.50% 2002........................................... 111.25% 2003........................................... 109.00%

Acceleration. If an any Event of Default (other than an Event those of Default the type described in clause (7Section 6.01(h) or (8) i), or resulting from a breach of Section 6.1 with respect to the Company 4.20, 4.25 or the Issuer4.27) occurs and is continuing, the Trustee by notice to may, and the Issuer or Trustee upon the request of Holders of at least 3025% in principal amount of the outstanding Notes of a particular maturity shall, or the Holders of at least 25% in principal amount of outstanding Notes of a particular maturity may, declare the principal of all such Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by written notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "Acceleration Notice"), and the same shall become immediately due and payable. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Issuer Trustee may rescind such acceleration and its consequences if (i) the Trusteerescission would not conflict with any judgment or decree, may declare (ii) all Events of Default, other than the nonpayment of accelerated principal of, premium, if any, and accrued and unpaid interest on Notes, have been cured or waived as provided in this Indenture and (iii) all sums paid or advanced by the Notes to be due Trustee and payablethe reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid in full. Upon No such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediatelyrescission shall affect any subsequent Default or impair any right consequent thereto. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause Section (4h) or (i) of Section 6.1 has occurred and is continuing6.01 hereof, the declaration of acceleration of the all outstanding Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of an Event of Default with respect to the Notes of a particular maturity occurring by reason of any Holderswillful action or inaction taken or not taken by the Company or on the Company's behalf with the intention or effect of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem such Notes 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 such Notes. If an Event of Default occurs prior to September 1, 2007, by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding the premium required upon a redemption of the Notes of a particular maturity under Section 3.07(a) or Section 3.07(b), then the premium specified in Section 3.07(a) or Section 3.07(b), as applicable, shall also become immediately due and payable to the extent permitted by law upon acceleration of such Notes.

Acceleration. If (a) Upon the occurrence of an Event of Default (other than an Event of Default described in clause (7under Section 6.01(a)(vii) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuingviii)), the Trustee by notice to the Issuer or the Holders holders of at least 3025% in principal amount of the then outstanding Senior Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Senior Notes (i) to be due and payable. Upon payable immediately and, upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and any accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to all Senior Notes shall be due and payable immediately; or (ii) if there are any amounts outstanding under the Notes will Amended Credit Agreement, to be due and payable immediately upon the first to occur of (A) an acceleration under the Amended Credit Agreement or (B) five business days after receipt by the Company and the Representative under the Amended Credit Agreement of such notice of acceleration but only if such Event of Default is then continuing; provided, however, that if an Event of Default arises under Section 6.01(a)(vi) or (vii), the principal of, premium, if any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to all Senior 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 HoldersHolders of Senior Notes. (b) The holders of a majority in principal amount of the Senior Notes then outstanding, by notice to the Trustee, may rescind any declaration of acceleration of such Senior Notes and its consequences (if the rescission would not conflict with any judgment or decree) if all existing Events of Default (other than the nonpayment of principal of or interest on such Senior Notes that shall have become due by such declaration) shall have been cured or waived. (c) If there has been a declaration of acceleration of the Senior Notes because an Event of Default under Section 6.01(a)(iv) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness described in Section 6.01(a)(iv) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days thereof and if (i) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except non-payment of principal, premium, interest or Liquidated Damages that shall have become due solely because of the acceleration, have been cured or waived, and (iii) the Company has delivered an Officers' Certificate to the Trustee to the effect of clauses (i) and (ii) above.

Acceleration. If an Event any of Default the following events shall occur and be continuing for any reason whatsoever (other than an Event and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of Default described law or otherwise): (i) the Obligors default in clause (7) the payment of any principal of or (8) of Section 6.1 Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the Company matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Obligors default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement and the Existing Note Purchase Agreement beyond any period of grace provided with respect thereto, or the IssuerObligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trusteeeffect of such failure or other event is to cause, may declare or to permit the principal ofholder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, premiumsuch obligation to become due prior to any stated maturity, if any, and accrued and unpaid interest on all the Notes or any such obligation shall be declared to be due and payable. Upon ; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made, in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness (or any Capitalized Lease Obligation, any obligation under a declarationconditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this Paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement and the Existing Note Purchase Agreement, which are addressed in Paragraph 7A(iii)(A), and (y) any Indebtedness, Capitalized Lease Obligations or other obligation in an aggregate principal amount that does not exceed $1,000,000) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such principalobligation to become due prior to any stated maturity, premium and accrued and unpaid interest will or any such obligation shall be declared to be due and payable immediately. In payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made, in each case prior to the event stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Company fails to perform or observe any agreement contained in paragraph 6 or paragraphs 5A or 5J(a); or (vi) the Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Obligors by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company or any Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company or any Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company or any Subsidiary, or of any substantial part of the assets of the Company or any Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company or any Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company or any Subsidiary and the Company or such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a declaration of acceleration Subsidiary whose assets represent a substantial part, of the Notes because consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any judgment in an amount in excess of $1,000,000, or any two or more judgments in an aggregate amount in excess of $5,000,000, is or are rendered against the Company or any Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgment or judgments or (b) within 30 days after entry thereof, any such judgment or judgements is or are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgment or judgments is or are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $1,000,000, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist. then (a) if such event is an Event of Default specified in clause (4i) or (ii) of Section 6.1 has occurred and is continuingthis paragraph 7A, the declaration holder of acceleration any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Obligors, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Obligors, declare all of the Notes to be, and all of the Notes shall thereupon be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or curedand become, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration immediately due and payable together with respect thereto interest accrued thereon and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited together with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premiumYield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors. The Obligors acknowledge, and accrued and unpaid interest on all the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes will become free from repayment by the Obligors (except as herein specifically provided for) and be immediately due and payable without any declaration or other act on that the part provision for payment of the Trustee Yield-Maintenance Amount by the Obligors in the event that the Notes are prepaid or any Holdersare accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause clauses (6) or (7) or (8) of Section 6.1 above with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest 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 shall become immediately due and payable. If an Event of Default specified in clauses (6) or (7) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the outstanding Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (6) or (7) of Section 6.01 hereof, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(a)(7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 30% twenty-five percent (25%) in principal amount of the outstanding Outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable immediately. In by notice in writing to the event Company and the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration of the Notes because acceleration.” If an Event of Default specified in clause (4Section 6.1(a)(7) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the Company or Company, then the Issuer occurs unpaid principal of (and is continuing, the principal of, premium, if any, ) and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph (a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause Section 6.01(6) or (7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs and is continuingcontinuing and has not been waived pursuant to Section 6.04, then the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest 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 shall become immediately due and payable. Upon any such a declaration, but subject to the immediately preceding sentence, such principal, premium and accrued and unpaid interest will amount shall be immediately due and payable immediately. In the event of a declaration of acceleration of the Notes because payable. (b) If an Event of Default specified in clause (4Section 6.01(6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs and is continuing with respect to the Company or the Issuer occurs and is continuingCompany, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. (c) 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 any premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Paragraph 7(a) of the Notes, then the Notes becoming due and 251 -71- payable pursuant to Section 6.01(a) or (b) shall be and become due and payable at the Relevant Redemption Price. (d) At any time after a declaration of acceleration with respect to the Notes in accordance with Section 6.02(a), the Holders of a majority in principal amount of the Notes may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(e) or (8) of Section 6.1 f) with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer (and the TrusteeTrustee in the case of a notice provided by the Holders), may declare the principal of, premium, if any, and accrued and but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event The Holders of a declaration of acceleration majority in principal amount of the Notes because by notice to the Trustee may rescind an Event of Default specified in clause (4) of Section 6.1 has occurred acceleration and is continuing, the declaration of acceleration of the Notes shall be automatically annulled its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium principal or interest on the Notes that became has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counselforegoing, in such capacity, in connection with such acceleration. If the case of an Event of Default described in clause (7arising under Section 6.01(e) or (8) above with respect 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 their maturity date, in each case, as a result of an Event of Default on or after February 15, 2019 the Company or the Issuer occurs and is continuing, the amount of principal of, premium, if any, and accrued and unpaid interest and premium on, the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to Paragraph 6 of the Notes, in effect on all the date of such acceleration as if such acceleration were an optional redemption pursuant to Paragraph 6 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to February 15, 2019, 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, 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 their maturity date, 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 premium applicable with respect to an optional redemption pursuant to Paragraph 6 of the Notes will become and also be immediately due and payable without any declaration or other act on 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 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 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 IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the 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 to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the 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 Holderssuch events.

Acceleration. If an Event Upon (i) the occurrence of Default (other than an any Event of Default described in clause (7d) above or (8) upon the acceleration of Section 6.1 with respect to any outstanding principal amount owing under the Company or the Issuer) occurs and is continuingLiquidity Facility, the Trustee by notice to Notes shall automatically become due and payable, and (ii) upon the Issuer occurrence and continuance of any other Event of Default, the Trustee, or the Holders of at least 30% a majority in outstanding principal amount of the then outstanding Notes may, by written notice to the Issuer and the TrusteeCompany, may declare the principal ofNotes, premium, if anywith accrued interest thereon, and accrued all other amounts owing under this Indenture and unpaid interest on all the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. Upon such a declarationExcept as expressly provided above in this Section 6.2, such principalpresentment, premium demand, protest and accrued and unpaid interest will be due and payable immediatelyall other notices of any kind are hereby expressly waived. In the event The Holders of a declaration of acceleration majority in outstanding principal amount of the Notes because an Event then outstanding Notes, by written notice to the Trustee, may on behalf of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration all of the Notes shall be automatically annulled Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, premium principal or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and . The foregoing notwithstanding, if an automatic acceleration of payment of the Notes occurs due solely to any acceleration of the outstanding principal amount owing under the Liquidity Facility and the principal amount owing under the Liquidity Facility is subsequently de-accelerated, payment of the Notes shall thereupon also be automatically de-accelerated (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee without need for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act action on the part of any of the Trustee Holders) unless, prior to any such de-acceleration of principal under the Liquidity Facility, the Notes, and all other amounts owing under this Indenture and the Notes, shall otherwise have become or been declared due and payable. Any payments in cash received by any HoldersHolder in accordance with the Liquidity Facility Intercreditor Agreement or the Senior Notes Intercreditor Agreement prior to the date such de-acceleration occurs may be retained by such Holder.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause Section 6.01(6) or (7) or (8) of Section 6.1 with respect to the Company or the IssuerCompany) occurs and is continuing, upon receipt by the Trustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Issuer Company, or the Holders of at least 3025% in principal amount of the outstanding Notes Securities by written notice to the Issuer Company and the Trustee, may declare the principal of, of and accrued but unpaid interest and relevant or applicable premium, if any, and accrued and unpaid interest Acceleration Premium or redemption price on all the Notes Securities to be due and payable. Upon such a declaration, such principal, premium interest and accrued and unpaid interest will applicable premium, Acceleration Premium or redemption price shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4Section 6.01(6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuingoccurs, the principal of, of and interest and applicable premium, if any, and accrued and unpaid interest Acceleration Premium or redemption price on all the Notes will 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 principal amount of the Securities by written notice to the Trustee ▇▇▇▇-▇▇▇▇-▇▇▇▇ AND the Company 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 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. (b) Notwithstanding the foregoing, if an Event of Default under Section 6.01(5) has occurred and is continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (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. EACH OF THE COMPANY AND THE GUARANTORS 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 PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable 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, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Company and the Guarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. (a) If an Event of Default (other than an Event of Default described in clause (7Section 6.01(g) or (8) of and Section 6.1 with respect to the Company or the Issuer6.01(h)) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Issuer (and to the Trustee, may declare Trustee if such notice is given by the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payableHolders). Upon such a declaration, such principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration) and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified described in clause (4Section 6.01(f) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and. ​ (3b) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7Section 6.01(g) or (8) above with respect to the Company or the Issuer Section 6.01(h) occurs and is continuing, the principal of, premiumpremium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration), if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4viii) or (ix) of Section 6.1 has occurred 6.01 hereof occurs with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be due and is continuing, the declaration payable immediately without further action or notice. The Holders of acceleration a majority in aggregate principal amount of the Notes shall be automatically annulled then outstanding by written notice to the Trustee may on behalf of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after June 1, 2003 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to June 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to June 1, 2003, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on June 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998............................................... 115.000% 1999............................................... 113.125% 2000............................................... 111.250% 2001............................................... 109.375% 2002............................................... 107.500%

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately; provided, however, that, so long as any Designated Senior Debt shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Designated Senior Debt or (ii) five business days after the giving of written notice to the Company and the representatives under the Designated Senior Debt of such acceleration. Upon such a declarationNotwithstanding the foregoing, such principalin the case of an Event of Default specified in clauses (h) or (i) of Section 6.01, premium and accrued and unpaid interest all outstanding Notes will be become due and payable immediatelywithout further action or notice. In the event of a declaration of acceleration of the Notes because an any Event of Default specified in clause (4e) of Section 6.1 has occurred and is continuing6.01, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause and all consequences thereof (4including, without limitation, any acceleration or resulting payment default) shall be remedied annulled, waived and rescinded, automatically and without any action by the Trustee or curedthe Holders of the Notes, if within 20 days after such Event of Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of this Indenture or (y) the holders thereof have rescinded or waived by the holders of acceleration, notice or action (as the Indebtedness, or the Indebtedness that gave case may be) giving rise to such Event of Default shall have been discharged in full, in each case, within 30 days after Default. In the declaration case of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurring by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the Company or the Issuer occurs and is continuingoptional redemption provisions of Section 3.07(a) hereof, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will an equivalent premium shall also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee Notes. If an Event of Default occurs prior to September 15, 2002 by reason of any willful action (or any Holders.inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to September 15, 2002, then the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on September 15 of the years indicated below shall be set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of payment: Year Percentage ---- ---------- 1997................................................... 110.375% 1998................................................... 109.338% 1999................................................... 108.300% 2000................................................... 107.263% 2001................................................... 106.225%

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(e) or (8) of Section 6.1 f) with respect to the Company or the Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 30% in of the aggregate principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and but unpaid interest interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principalprincipal and interest, premium and accrued and unpaid interest will if any, shall be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (76.01(e) or (8) above f) with respect to the Company or the Issuer occurs and is continuingoccurs, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will 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 principal amount of the outstanding Notes by notice to the Trustee may rescind any such acceleration with respect to the Notes and its consequences (including any Default under clause (a) or (b) of Section 6.01 that directly resulted from such acceleration). No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (including, without limitation, the declaration of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, default, notice or action (as the case may be) giving rise to such Event of Default or (z) the default or acceleration that is the basis for such Event of Default has been cured or waived.

Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) failure to pay principal: the Corporation defaults in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) failure to pay interest: the Corporation defaults in the payment of any interest on any Note for more than 5 Business Days after the date due; or (iii) cross acceleration: the Corporation or any Restricted Subsidiary (A) defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of, premium (if any) or interest on any Indebtedness beyond any period of grace provided with respect thereto, or (B) fails to perform or observe any other agreement, term or condition contained in any agreement under which any such Indebtedness is created (or if any other event thereunder or under any such agreement shall occur and be continuing), and the effect of such default in paragraph (A) or (B) is to cause such obligation to become due and payable (or to be repurchased by the Corporation or any Subsidiary) prior to any stated maturity, provided in either case that the aggregate amount of all obligations in respect of which such default shall occur and be continuing exceeds $10,000,000 (or its then equivalent in U.S. Dollars), and provided further that if (x) the holders of such accelerated Indebtedness rescind the acceleration which has resulted in an Event of Default under this paragraph 7A(iii) pursuant to an express right to do so contained in the governing agreement for such Indebtedness, (y) no holders of Notes have then commenced legal action in respect of their Notes, and (z) no other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, then the declaration holders of acceleration of the Notes shall thereupon be automatically annulled if the event of default deemed to have waived any Default or payment default triggering such Event of Default under this paragraph 7A(iii), and to have rescinded any acceleration that occurred by reason of this paragraph 7A(iii); or (iv) incorrect representations: any representation or warranty made by the Corporation herein or by or on behalf of the Corporation or any of its officers in any writing furnished in connection with or pursuant to clause (4) this Agreement shall be remedied false or curedincorrect in any respect on the date as of which made, or waived by and the holders of the Indebtedness, or the Indebtedness actual facts that gave exist and give rise to such Event of Default shall falsity individually or in the aggregate could reasonably be expected to have been discharged in fulla Material Adverse Effect, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with or could have any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest adverse effect on the Notes that became due solely because legality, validity or enforceability of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee this Agreement or any Holders.Notes; or

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Senior Notes and Additional Senior Notes, if any (voting as a single class), may declare all the Senior Notes to be due and payable immediately, by written notice to the Issuer Company (and to the Trustee, may declare Trustee if given by the principal of, premiumHolders). Notwithstanding the foregoing, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration any of acceleration its Significant Restricted Subsidiaries or any group of the Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary, all outstanding Senior Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs on or after July 15, 2002 by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Senior Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or with the Issuer occurs and is continuingintention of avoiding the prohibition on redemption of the Senior Notes prior to such date, then, upon acceleration of the principal ofSenior Notes, premium, if any, and accrued and unpaid interest on all the Notes will an additional premium shall also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law in an amount, for each of the Trustee or any Holders.years beginning on July 15 of the years set forth below, as set forth below: Year Percentage ---- ---------- 1997...................................... 113.50% 1998...................................... 112.25% 1999...................................... 110.50% 2000...................................... 108.75% 2001...................................... 107.00%

Acceleration. If an Event of Default (other than an Event of Default of the type described in Section 6.01(7) and (8)) shall have occurred and be continuing, then the Trustee may or the Holders as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration and the same shall become immediately due and payable; provided, however, that after any such acceleration but before a judgment or decree based upon such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may, in writing, under certain circumstances, rescind and annul such acceleration if (1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (2) 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 reason of such declaration of acceleration, has been paid, (3) if the Issuer has paid the Trustee its compensation due and payable and reimbursed the Trustee for its expenses (including legal fees and expenses), disbursements and advances incurred prior to the date of such rescission and annulment and (4) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.1 with respect to 6.01 of the Company or the Issuer) occurs and is continuingabove Events of Default, the Trustee by notice to the Issuer shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablewaived. Upon No such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediatelyrescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because case an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default type described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuingof Section 6.01 shall occur, the principal ofprincipal, premium, if any, and accrued and unpaid interest on with respect to all of the Notes will become and shall be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Notes.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) or clause (8) of Section 6.1 above with respect to the Company or the Issuerany Guarantor) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3040% (or, if the Discharge of Credit Facility Obligations has occurred, 25%) in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest 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”, and the same shall become immediately due and payable. If an Event of Default specified in clause (7) or clause (8) of Section 6.1 above with respect to the Company or any Guarantor occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the outstanding Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. An Event of Default specified in clause (b) above shall be cured and of no further effect if Holdings “tops up” the Notes Escrow Account to the then required Notes Escrow Amount prior to the 365th day after the delivery by the Trustee to the Credit Facility Agent of a Notes Default Notice with respect to such Event of Default. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or clause (8) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7g) or (8) h) of Section 6.1 with respect to the Company or the Issuer6.1) occurs and is continuing, then and in every such case the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in principal amount of the outstanding Notes by written notice to aggregate principal amount at Stated Maturity of the Issuer and the TrusteeSenior Notes, may declare the principal ofamount at Stated Maturity, premium, if any, and any accrued and unpaid interest (and Special Interest, if any) on all the such Senior Notes then outstanding to be immediately due and payable by a notice in writing to the Company (and to the Trustee if given by holders of such Senior Notes), and upon any such declaration all amounts payable in respect of the Senior Notes will become and be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an If any Event of Default specified in clause (4g) or (h) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuingoccurs, the principal ofamount at Stated Maturity, premium, if any, and any accrued and unpaid interest (including Special Interest, if any) on all the Senior Notes will then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholder of such Senior Notes. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.1 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) of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on the Senior Notes has been obtained by the Trustee as provided in this Indenture. After any such acceleration, but before a judgment or decree based on acceleration, Holders of a majority in principal amount at Stated Maturity of the outstanding Senior Notes by notice to the Company and the Trustee may rescind an acceleration and its consequences if: (a) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) all money paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.7; (ii) all overdue installments of interest and Special Interest, if any, on, and any other amounts due in respect of, all Senior Notes; (iii) the principal of (and premium, if any, on) any Senior Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Senior Notes and this Indenture; and (iv) to the extent that payment of such interest is lawful, interest upon Defaulted Interest at the rate or rates prescribed therefor in the Senior Notes and this Indenture; (b) all Events of Default, other than the nonpayment of principal of Senior Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.4; (c) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) the Company has delivered an Officers' Certificate to the Trustee to the effect of clauses (b) and (c) of this sentence. No such recission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(8) or (8) of Section 6.1 9) with respect to the Company or the IssuerCompany) occurs shall occur and is be continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, Securities may declare the principal of and accrued interest on all the Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “Notice of Acceleration” and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(8) or (9) with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes outstanding Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after a declaration of acceleration with respect to the Securities as described above, the Holders of a majority in principal amount of the outstanding Securities may rescind and cancel such declaration and its consequences: (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration; (c) 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 (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuerspecified in clauses (vii) and (viii) of Section 6.01 hereof) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Senior Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, premium, if any, interest and accrued and unpaid interest Liquidated Damages, if any, on all the Senior Notes to be due and payable. Upon such a declarationpayable by notice in writing to the Company (and the Trustee, such principal, premium and accrued and unpaid interest will be due and payable immediately. In if given by the event of a declaration of acceleration of Holders) specifying the Notes because an respective Event of Default specified in clause and that it is a "notice of acceleration" (4) of Section 6.1 has occurred the "Acceleration Notice"), and is continuing, the declaration of acceleration of the Notes same shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto become immediately due and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such accelerationpayable. If an Event of Default described in clause (7) or (8) above with respect to the Company Company, any Significant Subsidiary or the Issuer occurs and is continuingany group of Subsidiaries that, the principal oftaken together, premiumwould constitute a Significant Subsidiary specified in clauses (vii) or (viii) of Section 6.01 hereof occurs, if any, and accrued and unpaid interest on all the outstanding Senior Notes will 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.Holder. The Holders of a majority in principal amount of the then outstanding Senior Notes by written 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 nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to the optional redemption provisions of Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Senior Notes. If an Event of Default occurs prior to April 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Senior Notes prior to April 1, 2002, then the amount payable in respect of such Senior Notes for purposes of this paragraph for each of the twelve-month periods beginning on April 1 of the years indicated below shall be as set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of payment: YEAR PERCENTAGE ---- ---------- 1997.......................................................................................114.667% 1998.......................................................................................112.833% 1999.......................................................................................111.000% 2000.......................................................................................109.167% 2001.......................................................................................107.333%

Acceleration. If an any Event of Default (other than an Event those of Default the type described in clause (7Section 6.01(l) or (8) of Section 6.1 with respect to the Company or the Issuerm)) occurs and is continuing, the Trustee by notice to may, and the Issuer or Trustee upon the request of Holders of at least 3025% in principal amount of the outstanding Notes by written notice to shall, or the Issuer and the TrusteeHolders of at least 25% in principal amount of outstanding Notes may, may declare the principal ofof all the Notes, together with all accrued and unpaid interest, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that such notice is a declarationnotice of acceleration, such principal, premium and accrued and unpaid interest will be the same shall become immediately due and payable immediatelypayable. In the event case of a declaration of acceleration of the Notes because an Event of Default specified in clause Section 6.01(l) or (4) of Section 6.1 has occurred m), all outstanding Notes shall become due and is continuing, payable immediately without any further declaration or other act on the declaration of acceleration part of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, Trustee or the Indebtedness that gave rise to such Event of Default shall have been discharged Holders. Holders may not enforce this Indenture or the Notes except as provided in full, in each case, within 30 days this Indenture. At any time after the a declaration of acceleration with respect thereto to the Notes, the Required Noteholders (by notice to the Trustee) may rescind and cancel such declaration and its consequences if: (1a) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2b) all existing Defaults and Events of Default, Default have been cured or waived except nonpayment of principal, premium principal of or interest on the Notes that became has become due solely because by reason of the acceleration such declaration of the Notes, have been cured or waivedacceleration; and (3c) there to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid or deposited with paid. In the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for case of any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) occurring by reason of any willful action or (8) above inaction taken or not taken by the Issuers or on their behalf with respect the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to the Company or optional redemption provisions of the Issuer occurs and is continuingIndenture, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will an equivalent premium shall also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee Notes. If an Event of Default occurs prior to June 1, 2010, by reason of any willful action (or any Holdersinaction) taken (or not taken) by the Issuers or on their behalf with the intention of avoiding the prohibition on redemption of the Notes prior to June 1, 2010, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7k) or (8) l) of Section 6.1 6.01 hereof with respect to the Company Guarantor or the Issuer) any Guarantor occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Notes because foregoing, if an Event of Default specified in clause (4k) or (l) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company or any Guarantor, the declaration of acceleration of the all outstanding Notes shall be automatically annulled due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Company extent permitted by law, anything in this Indenture or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all in the Notes will to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, a premium shall become and be immediately due and payable without any declaration or other act on the part in an amount, for each of the Trustee or any Holders.years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998...................................116.335% 1999...................................114.293% 2000...................................112.251% 2001...................................110.209% 2002...................................108.167%

Acceleration. If (a) In the case of an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.1 with respect to the Company 6.01 hereof, all outstanding Notes will become due and payable immediately without further action or the Issuer) notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuer Company or the Holders of at least 3025% in principal amount of the then outstanding Notes by written notice to the Issuer Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately. In the event The Holders of a declaration of acceleration majority in aggregate principal amount of the then outstanding Notes because an Event by written notice to the Trustee may on behalf of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration all of the Notes shall be automatically annulled Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except nonpayment of principalprincipal or premium, premium if any, interest or interest on the Notes Additional Interest, if any, that became has become due solely because of the acceleration) have been cured or waived. (b) If an Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07(b) (if such Event of Default occurs prior to July 15, 2007) or Section 3.07(c) (if such Event of Default occurs on or after July 15, 2007), then, upon acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will equivalent premium shall also become and be immediately due and payable without any declaration payable, to the extent permitted by law. (c) Section 6.02(b) refers only to those times when the Company, while solvent, voluntarily, knowingly, deliberately or other act on the part intentionally avoids payment of the Trustee premium referred to in Section 6.02(b) and is not intended to encompass those situations in which such a payment of premium would render the Company insolvent or any Holdersforce a bankruptcy, liquidation or reorganization of the Company, or where non-payment is a result of financial distress or adverse financial condition.

Acceleration. If an any Event of Default (other than an Event of Default described specified in clause (7vii) or (8) viii) of Section 6.1 with respect to the Company or the Issuer6.01 hereof) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be 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 Business Days after the giving of written notice to the Issuer and the Representative under the Credit Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vii) or (viii) of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and Trustee may on behalf of all of the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on Holders of all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of rescind any acceleration with respect thereto and if: (1) the annulment of the acceleration of to the Notes and its consequences if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) jurisdiction and if all existing Events of Default, Default (except nonpayment of principal, interest or premium or interest on the Notes that became has become due solely because of the acceleration of the Notes, acceleration) have been cured or waived. In the event of any Event of Default specified in clause (iv) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; andor (2) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to default that is the Trustee and reimburse the Trustee basis for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdershas been cured.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(6) or (8) of Section 6.1 with respect to the Company or the Issuer7)) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30not less than 25% in principal amount of the Notes then outstanding Notes may, by written notice to the Issuer Company, declare all unpaid principal of and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest to the date of acceleration on all 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. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because If an Event of Default specified in clause (4Section 6.1(6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs occurs, all unpaid principal of and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any Holder. The Purchasers of a majority in principal amount of the Trustee Notes then outstanding by notice to the Company may rescind an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Notes which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with an escrow agent reasonably acceptable to the Holders of a majority in principal amount of the Notes then outstanding a sum sufficient to pay (a) all overdue interest on the Notes, (b) the principal of any HoldersNote which has become due otherwise then by such declaration of acceleration, and (c) 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; and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 6.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of the Notes, except in the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or a Guarantor with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of the Notes, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. If an Event any of Default the following events shall occur and be continuing for any reason whatsoever (other than an Event and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of Default described law or otherwise): (i) the Issuers default in clause (7) the payment of any principal of or (8) of Section 6.1 Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the Company matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Issuer) occurs and is continuingPrudential NPA beyond any period of grace provided with respect thereto, the Trustee by notice to the Issuer or the Holders of at least 30% Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in principal amount of the outstanding Notes by written notice to the Issuer such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the Trusteeeffect of such failure or other event is to cause, may declare or to permit the principal ofholder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, premiumsuch obligation to become due prior to any stated maturity, if any, and accrued and unpaid interest on all the Notes or any such obligation shall be declared to be due and payable. Upon , or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a declarationconditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y) any Indebtedness, Capitalized Lease Obligations or other obligation in an aggregate principal amount that does not exceed $20,000,000) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such principalobligation to become due prior to any stated maturity, premium and accrued and unpaid interest will or any such obligation shall be declared to be due and payable immediately. In the payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of a declaration the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of acceleration any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of $20,000,000, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $20,000,000, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes because and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in clause (4i) or (ii) of Section 6.1 has occurred and is continuingthis paragraph 7A, the declaration holder of acceleration any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the continuance of such Event of Default, by notice in writing to the Issuers, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to any Obligor, all of the Notes at the time outstanding shall automatically become immediately due and payable, together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Issuers, declare all of the Notes to be, and all of the Notes shall thereupon be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or curedand become, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration immediately due and payable together with respect thereto interest accrued thereon and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited together with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above with respect to the Company or the Issuer occurs and is continuing, the principal of, premiumYield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and accrued and unpaid interest on all the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes will become free from repayment by the Issuers (except as herein specifically provided for) and be immediately due and payable without any declaration or other act on that the part provision for payment of the Trustee Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or any Holdersare accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. If an any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company or the Issuer) occurs and is continuing, the Trustee Trustee, by notice to the Issuer Issuers, or the Holders of at least 3025% in principal amount of the then outstanding Notes Notes, by written notice to the Issuer Issuers and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payablepayable immediately. Upon any such a declaration, such principal, premium and accrued and unpaid interest will be the Notes shall become due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. In Notwithstanding the event of a declaration of acceleration of the Notes because preceding, if an Event of Default specified in clause (4i) or (j) of Section 6.1 has occurred and is continuing6.01 hereof occurs with respect to the Company, the declaration of acceleration Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall be automatically annulled become due and payable without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) and if all existing Events of Default, Default (except with respect to nonpayment of principal, interest, premium or interest on the Notes Additional Interest, if any, that became have become due solely because of the acceleration of the Notes, acceleration) have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause occurs by reason of any willful action (7or inaction) taken (or (8) above not taken) by or on behalf of an Issuer with respect the intention of avoiding payment of the premium that the Issuers would have had to pay if the Company or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all Issuers then had elected to redeem the Notes will pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee Notes. If an Event of Default occurs prior to March 1, 2013 by reason of any willful action (or any Holdersinaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 3.07(a) with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.