Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 In the case of an Event of DefaultDefault 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 a Bankruptcy Event of Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes ("Accelerating Holders") may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the respective Event of Default. 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 Notes then outstandingoutstanding Notes, by written notice to the Company, may rescind such declaration 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 declaration of acceleration and interest thereon at the rate borne by the Notes, and (3) to the Trustee if extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the notice is given rate borne by the Holders)Notes; and (ii) all Events of Default, may, and other than the Trustee at the request non-payment of such Holders shall, declare the amounts of principal of and accrued (or premium, if any, on) or interest on the Notes to be immediately that have become due and payable. Upon a solely by such declaration of acceleration, have been cured or waived. No such principal and interest rescission will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without affect any declaration subsequent default or other act on the part of the Trustee or impair any Holderright consequent thereon. Notwithstanding the foregoingpreceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 11(a)(v) shall have occurred and be continuing and provided no judgment or decree for payment of the money due has been obtained by the Holders, such declaration of acceleration shall be automatically annulled if the Company so elects, Indebtedness that is 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 subject of such failure consist exclusively Event of Default has been discharged or 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 holders thereof have rescinded their declaration of acceleration in respect of such failure (which 150th day will be the 90th day after Indebtedness, and written notice of such failure discharge or rescission, as the case may be, shall have been given to comply is provided as set forth above) the Holders by the Company and (ii) 0.50% from countersigned by the 151st day toholders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and including, the 240th no other Event of Default has occurred during such 30-day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the date on period which such failure first occurs until such violation is has not been cured or waived and shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding during 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 Interestperiod.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, described in Section 6.01(a)(6) above) occurs and is continuing under this Indenture, the Trustee by notice to the Issuers or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to the Company (Issuers and to the Trustee if the notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of accelerationacceleration of the Notes because an Event of Default described in Section 6.01(a)(5) 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 principal and interest will become immediately due and payable. If a Bankruptcy Event of Default occurs pursuant to Section 6.01(a)(5) 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, within 30 days after the declaration of acceleration with respect to thereto and if (1) the Companyannulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(a)(6) above occurs and is continuing, the principal of of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, 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 Holder. 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 InterestHolders.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, Company or the Guarantor specified in clause (8) or (9) of Section 8.1) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to the Company and the Guarantor or the Holders of at least 25% in aggregate principal amount Principal Amount of the Notes Securities then outstandingoutstanding may, by written notice to the Company Company, the Guarantor and the Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, all the Securities then outstanding to the Trustee if the notice is given by the Holders), maybe due and payable upon any such declaration, and the Trustee at the request of such Holders shall, declare the principal of same shall thereupon become and accrued interest on the Notes to be immediately due and payable. Upon a declaration If an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the CompanyCompany or the Guarantor specified in clause (8) or (9) of Section 8.1 occurs, all unpaid principal of, plus accrued and unpaid interest (including Additional Interest, if any) on, all the principal of and accrued interest on the Notes Securities then outstanding 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 Holder. Notwithstanding The Holders of a majority in aggregate Principal Amount of the foregoingSecurities 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 Company so electsrescission 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 sole remedy Securities that has become due solely by such declaration of the Holders for (x) a failure to comply with any obligations that the Company may acceleration, 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 been cured or waived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.6 have been made. No such rescission 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without impair 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 Interestright consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect specified in clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, declare the principal of amount, plus accrued and accrued unpaid interest and Additional Interest, if any, on the Notes Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration If an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Companyspecified in clause (5) or (6) of Section 8.1 occurs, the principal of amount, plus accrued and accrued unpaid interest and Additional Interest, if any, on the Notes Securities then outstanding 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 Holder. Notwithstanding The Holders of a majority in aggregate principal amount of the foregoingSecurities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal, premium, if any, interest or Additional Interest, if any on the Company so electsSecurities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the sole remedy extent the payment of such interest is lawful, interest (calculated at 1% per annum) on overdue installments of interest, Additional Interest, if any, and overdue principal, which has become due otherwise than by such 57 declaration of acceleration, has been paid; (c) the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may have judgment or may be deemed to have pursuant to Section 314(a)(1) decree of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence a court 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) competent jurisdiction; and (iid) 0.50% from all payments due to the 151st day to, Trustee and including, the 240th day after the occurrence of any predecessor Trustee under Section 9.7 have been made. No 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 rescission shall affect any subsequent default 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 impair 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 Interestright consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default arising under Section 6.01(6) or (7) with respect to the Company, ) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding, outstanding may by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration payable the entire principal amount of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on all the Notes then outstanding will plus accrued and unpaid interest to the date of acceleration and (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgement or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy Holders 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 InterestNotes.

Acceleration. If Upon the occurrence of an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenture, the Trustee or may, and upon the Holders written request of at least the holders of not less than 25% in aggregate principal amount of the Notes Bonds then outstandingoutstanding shall, by written notice in writing delivered to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallCompany, declare the principal of all Bonds then outstanding and the interest accrued thereon immediately due and payable; and such principal and interest on the Notes to shall thereupon become and be immediately due and payable. Upon a declaration If after the principal of acceleration, such principal the Bonds and the accrued interest will become immediately thereon have been so declared to be due and payable. If a Bankruptcy Default occurs with respect to the Company, all arrears of interest and interest on overdue installments of interest (if lawful) and the principal of and accrued interest premium, if any, on the Notes all Bonds then outstanding will which shall have become immediately due and payable without any otherwise than by acceleration and all other sums payable under this Indenture or upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration or shall have become due and payable, are paid by the Issuer, and the Issuer also performs all other act on things in respect of which it may have been in default hereunder and pays the part reasonable charges of the Trustee or any Holder. Notwithstanding the foregoing, if the Company so electsTrustee, the sole Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee shall annul such declaration and its consequences, and such annulment shall be binding upon all holders of Bonds issued hereunder; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. The Trustee shall forward a copy of the Holders for (x) a failure to comply with any obligations that the Company may have or may be deemed to have such annulment notice pursuant to Section 314(a)(1) of this paragraph to the TIA or (y) Issuer and 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, Default (other than a Bankruptcy an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company, ) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, premium, if any, 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 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, such principal and interest will become immediately due and payable. If a Bankruptcy an Event of Default occurs described in clause (7) or (8) above with respect to the CompanyCompany occurs and is continuing, the principal of 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 Holder. 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 InterestHolders.

Acceleration. If In the case of an Event of Default, other than a Bankruptcy Default with respect to the Company, specified in clause (5) or (6) of Section 6.01 hereof occurs and is continuing under this Indenturecontinuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding 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 by notice in writing to Venator or the Issuers or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. payable by notice in writing (the “Acceleration Notice”) to Venator or the Issuers and the Trustee, which notice must also specify that it is a “notice of acceleration.” Upon a any such declaration of acceleration, such principal and interest the Notes will become immediately due and payable. If At any time after a Bankruptcy Default occurs declaration of acceleration with respect to the CompanyNotes as described in the preceding paragraph, the Holders of a majority in principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part amount of the Trustee or any Holder. Notwithstanding the foregoing, outstanding Notes may rescind and cancel such declaration and its consequences: (a) if the Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may judgment or decree; (b) if all existing Events of Default 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 been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid; (d) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuers have paid the 241st day after such failure Trustee all amounts it is owed under this Indenture; and (if such violation is not cured e) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without specified in clause (4) of Section 6.01 hereof; provided that the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived. No such rescission shall affect any further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of DefaultDefault occurs under Section 6(a)(viii) or (ix), then the outstanding principal of, all accrued interest on this Note, and any other than a Bankruptcy 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 with respect to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingHolder, by written notice to the Company (and to the Trustee if the notice is given by the Holders)Borrowers, may, and the Trustee at the request of such Holders shall, may declare the principal of and of, accrued interest on the Notes this Note, and any other amounts due under this Note to be immediately due and payable. Upon a declaration of accelerationsuch declaration, such principal principal, interest and interest will other amounts shall become immediately due and payable. If a Bankruptcy The Holder may rescind an acceleration and its consequences if all existing Events of Default occurs have been cured or waived, except nonpayment of principal, interest or other amounts that have become due solely because of the acceleration, and if the rescission would not conflict with respect any judgment or decree. Any notice or rescission shall be given in the manner specified in Section 15 of this Note. Notwithstanding any provision in this Note to the Company, contrary and to the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoingextent permitted by applicable law, 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 occurs by reason of any further notice willful action (or lapse inaction) taken (or not taken) by or on behalf of time any of the TBW Companies with the intention of avoiding payment of the Optional Redemption Price that the Borrowers would have had to pay if the Borrowers then had elected to optionally redeem this Note pursuant to Section 4 of this Note, then upon acceleration of this Note, an equivalent Optional Redemption Price shall also become and be immediately due and payable; provided that if such acceleration occurs before November 1, 2007, the Notes will be subject to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein Optional Redemption Price shall be deemed to include Additional Interestbe 112% of the then outstanding principal amount of this Note.

Acceleration. If (a) In the case of an Event of Default, other than a Bankruptcy Default specified in clause (viii) or (ix) of Section 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 under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on 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 Credit Agreement; and (ii) five Business Days after receipt by the Issuers and the agent under the Credit Agreement of written notice of the acceleration of the Notes. (b) 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 Issuers with 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 Section 3.07, an equivalent premium shall also become and be immediately due and payable. Upon a declaration payable to the extent permitted by law upon the acceleration of acceleration, such principal and interest will become immediately due and payableNotes. If a Bankruptcy an Event of Default occurs with respect to the Company, the principal of and accrued interest on 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 Issuers with the intention of avoiding the prohibition on redemption of such Notes, then outstanding will the premium specified in Section 3.07(c) shall also become immediately due and payable without any declaration or other act on to the part of extent permitted by law upon the Trustee or any Holder. 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 acceleration 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 InterestNotes.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Notes, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuers and the Trustee at the request of such Holders shallTrustee, may declare the principal of and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of accelerationany such declaration, such principal and interest will the Notes shall become immediately due and payablepayable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. If a Bankruptcy Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the Company, 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 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 accrued interest its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that have become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with 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, 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 March 1, 2011 by reason of any willful action (or inaction) 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 outstanding 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 without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any Holder. 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 InterestNotes.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.1(a)(7) above with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Notes may declare the Notes then outstanding, by written notice to the Company unpaid principal of (and to the Trustee premium, if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of any) and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration, such principal and interest will become immediately due and payable. .” If a Bankruptcy an Event of Default specified in Section 6.1(a)(7) 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 then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding . (b) At any time after a declaration of acceleration with respect to the foregoingNotes 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 so elects, has paid the sole remedy of Trustee its reasonable compensation and reimbursed the Holders Trustee for its reasonable expenses (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 fees and shall be payable on each relevant Interest Payment Date to Holders expenses 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 dayits counsel), such failure will then constitute an Event of disbursements and advances. No rescission shall affect any subsequent Default without or impair 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 Interestrights relating thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy Default as specified in Section 6.01(8) or (9) above with respect to the Company, occurs ) shall occur and is be continuing under with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstandingoutstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by written a notice in writing to the Company (and to the Trustee if the notice is given by the Holders)) and upon any such declaration, maysuch principal of, and the Trustee at the request of such Holders shallaccrued interest, declare the principal of and accrued interest if any, on the Notes to be immediately shall become due and payable. Upon payable immediately; provided that a declaration notice of accelerationDefault may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such principal and interest will become immediately due and payablenotice of Default. If a Bankruptcy an Event of Default occurs specified in Section 6.01(8) or (9) above with respect to the CompanyCompany occurs and is continuing, the principal of and accrued interest on then all the Notes then outstanding will shall ipso facto become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. Notwithstanding the foregoing, if the Company so electsThereupon, the sole remedy Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (x1) the Company has paid or deposited with the Trustee a failure sum sufficient to comply pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any obligations that judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the Company may have or may be deemed to have pursuant to Section 314(a)(1) non-payment of the TIA or (y) the Company’s failure to comply with Section 4.04principal of, will for the first 240 days after the occurrence of such failure consist exclusively of the right to receive additional premium, if any, and interest on the Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence which have become due solely by such declaration 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 toacceleration, 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 have been cured or waived and as provided in this Indenture. No such rescission 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 affect any subsequent default or impair any right consequent thereon. (if such violation is not cured or waived prior to such 241st day), such failure will then constitute c) If an Event of Default without specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any further notice or lapse of time and the Notes will be subject to consequential acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall be deemed automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to include Additional Interestsuch Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(a)(v) above with respect to the Company, occurs ) shall have occurred and be continuing and is continuing under this Indentureknown to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount Principal Amount of the Notes then outstandingOutstanding Securities of that series, by written notice to the Company and the Trustee, may declare the unpaid principal of (and to the Trustee premium, if the notice is given by the Holders), may, any) and the Trustee at the request of such Holders shall, declare the principal of any accrued and accrued unpaid interest on all the Notes Securities of the affected series to be immediately due and payable. Upon Any such notice shall specify the Event of Default and that it is a declaration “Notice of acceleration, such principal and interest will become immediately due and payable. Acceleration.” If a Bankruptcy 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 then outstanding will Securities shall ipso facto become immediately due and payable without any declaration further notice or other act action on the part of the Trustee or any Holder. Notwithstanding . (b) At any time after such a declaration of acceleration with respect to the foregoingSecurities of any series has been made, if 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 majority in Principal Amount of the Outstanding Securities of such series, by written notice to the Company so electsand the Trustee, 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 rescind and annul such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to declaration and its consequences if (i) 0.25% for the first 150 days after Company has paid or deposited with the occurrence Trustee a sum sufficient to pay: (A) all overdue interest on all of the Securities of that series; (B) the principal of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of that series; (C) to the extent that payment of such failure interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Securities of that series; and (which 150th day will be D) all sums paid or advanced by the 90th day after written notice Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of such failure to comply is provided as set forth above) the Trustee and its agents and counsel and (ii) 0.50% from all Events of Default with respect to the 151st day toSecurities of that series, and includingother than the non-payment of the principal of the Securities of that series which have become due solely by such declaration of acceleration, 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 have been cured or waived and as provided in Section 6.04. No such rescission 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without or impair 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 Interestrights relating thereto.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, specified in Section 6.01(5) or Section 6.01(6) above occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate then all unpaid principal amount of, premium, if any, and accrued and unpaid interest on all of the Notes then outstanding, by written notice to the Company (outstanding Securities shall ipso facto become and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding If any other Event of Default shall occur and be continuing, the foregoingTrustee 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default or lapse Event 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 InterestDefault or impair any right consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, described in Section 6.01(g) and Section 6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Company Issuers (and to the Trustee if the such notice is given by the Holders). Upon such a declaration, maysuch principal, and premium (including Applicable Premium, if such premium would have been payable if the Trustee at Issuers had issued a notice of redemption of the request Notes on the date of such Holders shall, declare the principal of 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 described in Section 6.01(f) 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 Section 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, 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 and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes to be immediately that became due solely because of the acceleration of the Notes, have been cured or waived. ​ ​ (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Companyis continuing, the principal of, 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), 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 Holder. 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 InterestHolders.

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) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the 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 Prudential NPA 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 such agreements (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 obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and 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 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 conditional 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 obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and 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 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 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 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 (i) or (ii) of this paragraph 7A, the holder of 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 and become, immediately due and payable together with interest accrued thereon and together with the Yield-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 the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, other than a Bankruptcy Default with respect is intended to provide compensation for the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request deprivation of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, right under such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 Interestcircumstances.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.1(a)(7) with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of Outstanding Notes may declare the Notes then outstanding, by written notice to the Company unpaid principal of (and to the Trustee premium, if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of any) and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration "notice of acceleration, such principal and interest will become immediately due and payable. ." If a Bankruptcy an Event of Default specified in Section 6.1(a)(7) occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding . (b) At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, the sole remedy of the Holders for (x) a failure to comply with disbursements and advances. No rescission shall affect any obligations that the Company may have subsequent Default 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 impair 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 Interestrights relating thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, occurs specified in Sections 6.01(f) or (g)) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate 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 then outstanding, to be due and payable immediately by written notice in writing to the Company Issuer (and to the Trustee if the notice is given by the Holders), maythe Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, and the Trustee at the request of such Holders shall, declare the principal Accreted Value of and accrued interest on and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in Section 6.01(f) or (g) above with respect to the CompanyIssuer occurs and is continuing, the then all unpaid principal of of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding In the foregoingevent of an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the acceleration declaration shall be automatically annulled if the Company so elects, the sole remedy payment default or other default triggering such Event of the Holders for (x) a failure to comply with any obligations that the Company may have or may be deemed to have Default pursuant to Section 314(a)(16.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 relevant Indebtedness within 20 days after the occurrence of such failure consist exclusively acceleration declaration with respect thereto and if (a) the annulment of the right to receive additional acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes at that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a rate per annum: equal declaration of acceleration with respect to (i) 0.25% for the first 150 days after Notes as described in 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 includingpreceding paragraph, the 240th day after Holders of a majority in principal amount at maturity of the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all then outstanding Notes from may rescind and including cancel such declaration and its consequences: (1) if the date on which such failure first occurs until such violation is 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid; (4) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuer has paid the 241st day after such failure Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (if such violation is not cured 5) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without of the type described in Sections 6.01(f) or (g), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any further notice subsequent Default or lapse Event of time Default or impair any right consequent thereto. The Holders of a majority in principal amount 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, or interest on any 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 Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default 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 Intereststatus thereof.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect specified in clause (j) or (k) of Section 9.1) occurs and is continuing, the Trustee may, by notice to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Company (and the Trustee, declare all unpaid principal and accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, to the Trustee date of acceleration on the Securities then outstanding (if the notice is given by the Holders), maynot then due and payable) to be due and payable upon any such declaration, and the Trustee at the request of such Holders shall, declare the principal of same shall become and accrued interest on the Notes to be immediately due and payable. Upon a declaration If an Event of accelerationDefault specified in clause (j) or (k) of Section 9.1 occurs, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the all unpaid principal of the Securities then outstanding and accrued interest on the Notes then outstanding will and unpaid interest, Contingent Interest, if any, and 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. Notwithstanding The Holders of a majority in aggregate principal amount of the foregoingSecurities 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 Company so electsextent the payment of such interest is lawful, interest (calculated at the sole remedy rate of 1% per annum above the Holders for 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; (xc) a failure to comply the rescission would not conflict with any obligations that the Company may have judgment or may be deemed to have pursuant to Section 314(a)(1) decree of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence a court 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) competent jurisdiction; and (iid) 0.50% from all payments due to the 151st day to, Trustee and including, the 240th day after the occurrence of any predecessor Trustee under Section 10.7 have been made. No 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 rescission shall affect any subsequent default 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 impair 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 Interestright consequent thereto.

Acceleration. If an Event of Default, Default occurs and is continuing (other than a Bankruptcy an Event of Default described in clause (g) or (h) above with respect to the Company, occurs and is continuing under this IndentureIssuer), the Trustee or the Holders holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default described in clause (g) or (h) above occurs with respect to the CompanyIssuer, the principal of and accrued interest on all the Notes then outstanding will immediately become immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders of the Notes. Notwithstanding the foregoing, if the Company so electsUnder certain circumstances, the sole remedy 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 for (x) of a failure to comply with any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) majority in principal amount 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 Notes may rescind and cancel such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to declaration and its consequences (i) 0.25% for if 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 rescission would not conflict with any judgment or decree, (ii) 0.50% from the 151st day to, and including, the 240th day after the occurrence if all existing Events 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 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid, (iv) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuer has paid the 241st day after such failure Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (if such violation is not cured v) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company, Company or the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, premium, if any, 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 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, such principal and interest will become immediately due and payable. If a Bankruptcy an Event of Default occurs described in clause (7) or (8) above with respect to the CompanyCompany or the Issuer occurs and is continuing, the principal of 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 Holder. 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 InterestHolders.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration Notwithstanding the foregoing, in the case of accelerationan Event of Default arising under clauses (vii) and (viii) of Section 6.01, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the CompanyCompany or any Subsidiary, the principal all outstanding Notes shall become due and payable without further action or notice. Holders of and accrued interest on the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding will Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or premium, if any, or interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. 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 Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to September 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 Notes prior to September 1, 2002, then the premium specified below shall also become immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any Holder. Notwithstanding Notes during the foregoing, if the Company so elects, the sole remedy twelve-month period ending immediately prior to September 1 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) 0.25years indicated below. Year Percentage 1997 114.4377% 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) 0.501998 112.8335% 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.1999 111.2293% 2000 109.6251% 2001 108.0209% 2002 106.4167%

Acceleration. If In the case of an Event of DefaultDefault pursuant to clause (9) of Section 6.01 hereof, other than a Bankruptcy Default with respect to the CompanyOPTI 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 Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately 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 then outstanding, by written notice to the Company (Trustee may on behalf of all of the Holders rescind and to the Trustee annul an acceleration and its consequences if the notice is given 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 OPTI with the Holders), may, and intention of avoiding payment of the Trustee at the request of such Holders shall, declare the principal of and accrued interest on 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, an equivalent premium shall also become and be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payableto the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If a Bankruptcy an Event of Default occurs prior to December 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of OPTI with respect to the Company, intention of avoiding the principal prohibition on redemption of and accrued interest on the Notes then outstanding 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy of the Holders for (xin an amount provided under Section 3.08(c) 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 Interesthereof.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default described in clauses (5) and (6) of Section 6.01) with respect to the Company, Parent or the Issuer occurs and is continuing under this Indenturecontinuing, then and in every such case, unless the principal of all the Notes have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by such Holders). Upon such declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable. (b) If, at any time after the principal amount of the Notes shall have been so declared to be immediately due and payable, and 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 majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company (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. (c) The Trustee may withhold from Holders notice of any Default (except any Default in the payment of principal of, premium, if any, or interest on the Notes) if the Trustee determines that withholding notice is given by in the Holders), may, and the Trustee at the request interests of such Holders shall, declare the principal to do so. (d) In case an Event of and accrued interest on the Notes to be immediately due and payable. Upon a declaration Default described in clauses (5) or (6) of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs Section 6.01 with respect to the CompanyParent or the Issuer occurs, the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes then outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 InterestHolders.

Acceleration. If any Event of Default (other than an Event of Default, other than a Bankruptcy Default specified in clause (i) or (j) of Section 6.01 hereof with respect to the CompanyIssuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (i) or (j) of Section 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 payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding, outstanding by written notice to the Company Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (and except nonpayment of principal, Interest, premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention 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 Trustee if premium that the notice is given by the Holders)Issuers would have had to pay pursuant to Section 3.07(a) hereof, may, shall also become and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payableto the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If a Bankruptcy an Event of Default occurs prior to August 1, 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with respect to the Company, intention of avoiding the principal prohibition on redemption of and accrued interest on the Notes prior to August 1, 2003, then outstanding will the premium specified in this Indenture shall also become immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any Holder. 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 InterestNotes.

Acceleration. If In the case of an Event of DefaultDefault arising under Section 6.1(7) hereof, the principal of, premium, if any, accrued and unpaid 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 than a Bankruptcy Event of Default with respect 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, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, may by written notice in writing to the Company (and the Trustee, declare all Notes to be due and payable, and any such notice shall specify the Trustee if the respective Event of Default and that such notice is given by a “notice of acceleration” (the Holders“Acceleration Notice”), may, and the Trustee at the request of such Holders shallprincipal of, declare the principal of premium, if any, accrued and accrued interest unpaid interest, if any, and Additional Amounts, if any, on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will shall become immediately due and payable. If a Bankruptcy In the event of any Event of Default occurs with respect specified in Section 6.1(5) relating to the CompanyIndebtedness under securities, the principal such Event of Default and accrued interest on the Notes then outstanding will become immediately due all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and payable rescinded automatically and without any declaration or other act on the part of action by the Trustee or any Holder. Notwithstanding the foregoingHolders, if the Company so electswithin 30 days after such Event of Default arose, the sole remedy of the Holders for (x) a failure to comply with any obligations the Indebtedness or guarantee that is the Company may have or may be deemed to have pursuant to Section 314(a)(1) basis for such Event of the TIA or Default has been discharged, (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of creditors on 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 Indebtedness have rescinded 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 acceleration, notice or action, as the 241st day after such failure (if such violation is not cured or waived prior case may be, giving rise to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse (z) if the default that is the basis for such Event 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 InterestDefault has been cured.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Company, Issuers or a Significant Subsidiary) occurs and is continuing under this Indenturecontinuing, the Trustee or the upon written request of Holders of at least 25% in aggregate principal amount of outstanding Securities, by notice to the Notes then Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, by no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Company Issuers and the Representative under the Credit Agreement and the trustee for the Second Lien Notes and (and to ii) the Trustee if the notice is given day on which any Bank Indebtedness or Indebtedness represented by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Second Lien Notes to be immediately due and payableis accelerated. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Section 6.01(f) or (g) with respect to either of the CompanyIssuers or a Significant Subsidiary occurs, the principal of of, premium, if any, and accrued interest on all the Notes then outstanding 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 HolderHolders. Notwithstanding The Holders of a majority in principal amount of the foregoingSecurities 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 Company so elects, Issuers deliver an Officers’ Certificate to the sole remedy of the Holders for Trustee stating that (x) a failure to comply with any obligations the Indebtedness or guarantee that is the Company may have or may be deemed to have pursuant to Section 314(a)(1) basis for such Event of the TIA Default has been discharged 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 holders thereof have rescinded 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 acceleration, notice or action (as the 241st day after such failure (if such violation is not cured or waived prior case may be) giving rise to such 241st day), such failure will then constitute an Event of Default without 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 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 Interestsuch events.

Acceleration. (a) If an any Event of Default, Default (other than a Bankruptcy Default those of the type in clause ‎(g) or ‎(h) of Section 7.01 with respect to the CompanyCompany or, prior to the Fall-Away Event, Parent) occurs and is continuing under this Indenturecontinuing, the Trustee may, and the Trustee upon the written request of Holders of at least 25% in outstanding aggregate principal amount of the then outstanding Notes shall, or the Holders of at least 25% in outstanding aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of all the Notes, together with all accrued and accrued interest on the Notes unpaid interest, premium, if any, to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a declaration notice of acceleration, such principal and interest will the same shall become immediately due and payable. . (b) If a Bankruptcy an Event of Default of the type referred to in clause ‎(g) or ‎(h) of Section 7.01 relating to the Company or, prior to the Fall-Away Event, Parent occurs and is continuing, then such amount with respect to the Company, the principal of and accrued interest on all the Notes then outstanding will shall ipso facto become immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding . (c) Holders of a majority in aggregate principal amount of the foregoing, if then outstanding Notes by written notice to the Company so elects, the sole remedy Trustee may on behalf of the Holders of all of the Notes rescind any acceleration and its consequences with respect to the Notes; provided (i) such rescission would not conflict with any judgment of a court of competent jurisdiction and (ii) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel have been paid. (d) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (e) of Section 7.01 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 (e) of Section 7.01 shall be remedied or cured, or waived by the holders of the Debt, or the Debt 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) 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. (e) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (xthe “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default shall also be cured without any further action. Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.19 or otherwise to deliver any obligations that the Company may have notice or may be deemed to have certificate pursuant to Section 314(a)(1) any other provision 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 this Indenture shall be deemed to include Additional Interestbe cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clauses (6) or (7) above with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration" (the "Acceleration Notice"), such principal and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clauses (6) or (7) above with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If Upon the occurrence of an Event of Default, Default specified in Section 10.1 (other than a Bankruptcy an Event of Default with respect specified in clauses (f) or (g) of Section 10.1 relating to the Company, occurs and is continuing under this Indenturean Issuer), the Trustee or the Note Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Issuers specifying the Event of Default and that it is a declaration “notice of acceleration, such principal ” and interest will the same shall become immediately due and payablepayable provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the date of the acceleration of any Designated Senior Debt. If a Bankruptcy an Event of Default occurs with respect of the type described in clauses (f) or (g) of Section 10.1 relating to the CompanyIssuers occurs and is continuing, the then all unpaid principal of amount of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Note Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes 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 Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may judgment or decree; (b) if all existing Events of Default 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 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid; and (d) in the Regular Record Date immediately preceding such Interest Payment Date. On event of the 241st day after such failure (if such violation is not cured cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. (a) If an Event any Default described in Section 7.6 or 7.7 occurs, the obligations of Defaultthe Lenders to make Loans hereunder and the Commitments shall automatically terminate and the Obligations, other than a Bankruptcy including any Prepayment Premium, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and without any election or action on the part of the Administrative Agent or any Lender. (b) If any Default with respect to the Company, occurs and is continuing under this Indenture(other than a Default described in Section 7.6 or 7.7), the Trustee Required Lenders may terminate or suspend the Holders of at least 25% in aggregate principal amount obligations of the Notes then outstanding, by written notice Lenders to the Company (and to the Trustee if the notice is given by the Holders), may, make Loans and the Trustee at the request of such Holders shallCommitments hereunder, or declare the principal of and accrued interest on the Notes Obligations, including any Prepayment Premium, to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) Further, if the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of a Default, as a result of the commencement of a proceeding under any Debtor Relief Law, by operation of law or as a result of an acceleration thereunder, the amount of principal of and premium on the Term Loans that becomes due and payable shall equal 100% of the principal amount of the Term Loans plus any Prepayment Premium then due on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Term Loans accelerated or otherwise becoming due. If Without limiting the generality of the foregoing, it is understood and agreed that if the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Default, as a Bankruptcy Default occurs result of the commencement of a proceeding under any Debtor Relief Law, by operation of law or as a result of an acceleration thereunder, any Prepayment Premium applicable with respect to a voluntary prepayment of the Company, the principal of and accrued interest on the Notes then outstanding Term Loans will become immediately also be due and payable without any declaration or other act on the date of such acceleration or such other prior due date as #96212676v31 though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Trustee or any Holder. Notwithstanding the foregoingObligations, if the Company so elects, the sole remedy in view 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) impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the TIA or (y) the Companyparties as to a reasonable calculation of each ▇▇▇▇ ▇▇▇▇▇▇’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 lost profits as 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 Interestresult thereof.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by notice to the Issuer, or the Holders of at least 25% in of the aggregate principal amount then outstanding of the Notes then outstandingNotes, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallTrustee, may declare the principal of and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration Notwithstanding the foregoing, in the case of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in paragraph (i) or (j) of Section 6.01 hereof with respect to the CompanyIssuer, all outstanding Notes shall become and shall be immediately due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders’ interest. Without limiting the generality of the foregoing in this Article VI, it is understood and agreed that if the Notes are accelerated as a result of an Event of Default (including an acceleration upon the occurrence of an actual or deemed entry of an order for relief with respect to the Issuer or any Guarantor under Bankruptcy Law or upon the occurrence of an Event of Default pursuant to Section 6.01(i) or (j)), the principal Notes that become due and payable shall include the applicable optional redemption premium as of and accrued interest on the Notes then outstanding will such date set forth in Section 3.07(a), which shall become immediately due and payable without any declaration or other act on by the Issuer and the Guarantors and shall constitute part of the Trustee or any Holder. Notwithstanding the foregoing, Obligations as if the Company so electsNotes were being optionally redeemed as of such date, 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 and actual damages as a result thereof. The optional redemption premiums shall also be automatically and immediately due and payable if the Notes are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. The optional redemption premiums payable pursuant to this Indenture shall be presumed to be the liquidated damages sustained by each Holder as the result of the early repayment or prepayment of the Notes (and not unmatured interest or a penalty) and each of the Issuer and the Guarantors agrees that it is reasonable under the circumstances currently existing. EACH OF THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE OPTIONAL REDEMPTION PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION. Each of the Issuer and the other Guarantors expressly agree (to the fullest extent they may lawfully do so) that: (A) the optional redemption premiums are individually and collectively reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the optional redemption premiums shall each be payable notwithstanding the then prevailing market rates at the time payment or redemption is made; (C) there has been a course of conduct between Holders, the sole remedy Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the optional redemption premiums; and (D) the Issuer and the other Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the optional redemption premiums to the Holders for as herein described are individually and collectively a material inducement to Holders to make available (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 (ymake available) 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 InterestNotes.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenture(other than an Event of Default referred to in Section 6.01(6) or Section 6.01(7)), then in every such case the Trustee or the Required Holders of at least 25% in aggregate may declare the principal amount of and accrued and unpaid interest, if any, on all of the Notes then outstandingto be due and payable immediately, by written a notice in writing to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of upon any such Holders shall, declare the declaration such principal of amount and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationunpaid interest, such principal and interest will if any, shall become immediately due and payable. If a Bankruptcy an Event of Default occurs with respect to the Companyspecified in Section 6.01(6) or Section 6.01(7) shall occur, the principal amount of and accrued interest and unpaid interest, if any, on the all outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after such a declaration of acceleration with respect to any Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 6, the Required Holders, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if the recession would not conflict with any judgment or decree and if all Events of Default with respect to Notes, other than the non-payment of the principal and interest, if any, of Notes which have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereon. If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including an Event of Default under Section 6.01(6) or Section 6.01(7) hereof) (each an “Acceleration Event”), the amount of principal of and premium on the Notes that becomes due and payable shall equal 100% of the aggregate principal amount of the Notes plus the Applicable Premium applicable at the time of such Acceleration Event, as if such Acceleration Event were an optional redemption of the Notes accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Company so electsan Acceleration Event occurs, the sole remedy Applicable Premium applicable with respect to an optional redemption of the Holders for (x) Notes shall also be due and payable at the time of such Acceleration Event as though the Notes had been optionally redeemed in full at the time of such Acceleration Event and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a failure to comply with any obligations that reasonable calculation of each Holder’s loss as a result thereof. If the Company may have or may Applicable Premium becomes due and payable, it shall be deemed to have pursuant to Section 314(a)(1) be principal of the TIA or Notes, and interest shall accrue on the full aggregate principal amount of the Notes (yincluding the Applicable Premium) the Company’s failure to comply with Section 4.04, will for the first 240 days from and 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 toan Acceleration Event, 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 in connection with an Event of Default without any further notice under Section 6.01(6) or lapse Section 6.01(7) hereof. The Applicable Premium payable above shall be presumed to be the liquidated damages sustained by each Holder of time the Notes as the result of the acceleration of the Notes and the Notes will be subject to acceleration as provided above. Unless Company agrees that it is reasonable under the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional Interest.circumstances

Acceleration. If an (a) Upon the occurrence of any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturedescribed in Section 14.1(f), the Trustee or the Holders of at least 25% in aggregate unpaid principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately shall automatically become due and payable. Upon a declaration , and there shall also be due and payable the applicable Premium in respect of the unpaid principal amount of the Notes, all without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoingother notice of any kind, if the Company so elects, the sole remedy of the Holders for which are hereby waived. (xi) 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 Upon the occurrence of such failure consist exclusively an Event of the right to receive additional interest on the Notes at Default described in Section 14.1(a), any Purchaser or any other registered holder of 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) Note and (ii) 0.50% from the 151st day to, and including, the 240th day after upon the occurrence of such failure any Event of Default other than as described in Section 14.1(a) or 14.1(f), any registered holder (“Additional Interest”if authorized by the Majority Holders) may at any time (unless all defaults shall theretofore have been remedied and all costs and expenses including, without limitation, reasonable attorneys' fees and expenses incurred by or on behalf of the registered holders of the Notes by reason thereof shall have been paid in full by the Borrowers) at its or their option, by written notice or notices to the Borrowers, declare all the Notes to be due and payable, whereupon the same shall forthwith mature and become due and payable, together with interest accrued thereon, and there shall also be due and payable the applicable Premium in respect of the principal amount of the Notes so declared due and payable, all without presentment, demand, protest, notice of intent to accelerate, notice of acceleration, or any other notice of any kind (except as otherwise specifically provided herein), which are hereby waived. Additional Interest will accrue on all outstanding The Borrowers acknowledge that Purchasers purchased the 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 basis and assumption that Purchasers and the 241st day after such failure (if such violation is not cured or waived prior registered holders from time to such 241st day)time of the Notes would receive the payments of principal and/or interest set forth in Section 2.1 and Articles 7 and 8 hereof for the full term of the Notes; therefore, such failure will then constitute whenever the maturity of the Notes has been accelerated by reason of an Event of Default without Default, a tender of the amount necessary to satisfy any further notice part or lapse all of time and the indebtedness represented by the Notes will be subject paid at any time following such Event of Default and prior to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein a foreclosure or trustee's sale shall be deemed a voluntary prepayment, and such payment shall include the applicable Premium. Similarly, any purchase at a foreclosure sale or a trustee's sale shall be deemed a voluntary prepayment, and the registered holders of the Notes shall, to include Additional Interestthe extent permitted by law, receive out of the proceeds of such sale, in addition to all other amounts to which they are entitled, the applicable Premium.

Acceleration. If In the case of an Event of DefaultDefault arising under Section 6.1(7) hereof, the principal of, premium, if any, accrued and unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other than a Bankruptcy Event of Default with respect 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, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, may by written notice in writing to the Company (and the Trustee, declare all Notes to be due and payable, and any such notice shall specify the Trustee if the respective Event of Default and that such notice is given by a "notice of acceleration" (the Holders"ACCELERATION NOTICE"), may, and the Trustee at the request of such Holders shallprincipal of, declare the principal of premium, if any, accrued and accrued interest unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will shall become immediately due and payable. If a Bankruptcy In the event of any Event of Default occurs with respect specified in Section 6.1(5) relating to the CompanyIndebtedness under securities, the principal such Event of Default and accrued interest on the Notes then outstanding will become immediately due all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and payable rescinded automatically 76 and without any declaration or other act on the part of action by the Trustee or any Holder. Notwithstanding the foregoingHolders, if the Company so electswithin 30 days after such Event of Default arose, the sole remedy of the Holders for (x) a failure to comply with any obligations the Indebtedness or guarantee that is the Company may have or may be deemed to have pursuant to Section 314(a)(1) basis for such Event of the TIA or Default has been discharged, (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of creditors on 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 Indebtedness have rescinded 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 acceleration, notice or action, as the 241st day after such failure (if such violation is not cured or waived prior case may be, giving rise to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse (z) if the default that is the basis for such Event 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 InterestDefault has been cured.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company, ) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, premium, if any, 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 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; provided, that any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction ; 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, such principal and interest will become immediately due and payable. If a Bankruptcy an Event of Default occurs described in clause (7) or (8) above with respect to the CompanyCompany occurs and is continuing, the principal of 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 Holder. 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 InterestHolders.

Acceleration. If an any Event of Default, Default (other than a Bankruptcy Default with respect to those of the Company, type described in clause (i) of Section 6.1) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of all the Notes, together with all accrued and accrued unpaid interest on the Notes and premium, if any, to be immediately due and payable. Upon payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a declaration notice of acceleration, such principal and interest will the same shall become immediately due and payable. In the case of an Event of Default specified in clause (i) of Section 6.1 hereof, all outstanding Notes shall become due and payable immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a Bankruptcy result of an Event of Default occurs on or after January 1, 2016, 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, 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 otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to January 1, 2016, 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 Make Whole Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption 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 a voluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) or pursuant to a plan of reorganization), 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 Obligations hereunder, 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 Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event 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 EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company 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 Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. At any time after a declaration of acceleration with respect to the CompanyNotes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if: (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (b) all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of and accrued or interest on the Notes then outstanding will that has become immediately due solely by reason of such declaration of acceleration; (c) 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 payable without any overdue payments of principal which has become due otherwise than by such declaration or other act on of acceleration has been paid; (d) the part Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the Trustee cure or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy waiver 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 of the type described in clause (i) of Section 6.1, the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured 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 Interestwaived.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 7.01(g) or (h) with respect to the Company, Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in a majority by aggregate principal amount of the Notes then outstandingNotes, by written notice to the Company (and to the Trustee if the notice is given by the Holders)Issuer, may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Section 7.01(g) or (h) with respect to the CompanyIssuer occurs, the principal of and accrued interest on all the Notes then outstanding will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustee, the Collateral Agent or any HolderHolders. Notwithstanding The Holders of a majority in principal amount of the foregoing, Notes by notice to the Trustee may rescind an acceleration and its consequences if the Company so electsrescission 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 7.01(e) or (f), the sole remedy declaration of acceleration of the Holders for Notes shall be automatically annulled if the holders of any such Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such acceleration and if (xi) a failure to comply the annulment of the acceleration of the Notes would not conflict with any obligations that the Company may have judgment or may be deemed to have pursuant to Section 314(a)(1decree of a court of competent jurisdiction and (ii) all existing Events of the TIA Default, except nonpayment of principal 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 that became due solely because of the first 150 days after acceleration of 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 toNotes, 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 have been 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 Interestwaived.

Acceleration. If an Upon the happening of any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturespecified in Section 6.01, the Trustee may, or the Holders holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of of, premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration, such principal " and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default of the type described in clause (f) or (g) above occurs with respect to the Companyand is continuing, the principal of then such amount will ipso facto become and accrued interest on the Notes then outstanding will become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee may rescind and cancel such declaration and its consequences (a) if the Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may judgment or decree, (b) if all existing Events of Default 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 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which have become due otherwise than by such declaration of record on acceleration, has been paid, (d) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuers have paid the 241st day after such failure Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (if such violation is not cured e) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without of the type described in clause (f) or (g) of the description of Events of Default above, 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 Abraxas. No such rescission shall affect any further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, specified in clauses 7 and 8) under Section 6.01 occurs and is continuing under this Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstandingoutstanding to be due and payable immediately, by written a notice in writing to the Company (and to the Trustee Trustee, if the notice is given by Holders) specifying the Holders)respective Event of Default and upon any such declaration such principal, maypremium, if any, and the Trustee at the request of such Holders shall, declare the principal of accrued and accrued unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will shall become 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 a Bankruptcy an Event of Default occurs with respect to the Companyspecified in clauses 7 or 8 of Section 6.01 occurs, the all unpaid principal of of, and accrued interest on on, the Notes then outstanding will become immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the foregoing, Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company so electsthen 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 sole remedy premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Holders for Notes. If (xi) a failure to comply with any obligations that (A) the Company may have or may be deemed any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to have pursuant to Section 314(a)(1pay (1) all overdue installments of interest on all the TIA or Notes, (y2) the Company’s failure 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 comply with Section 4.04, will for the first 240 days after the occurrence extent that payment of such failure consist exclusively of the right to receive additional 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 at 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 rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence court 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) competent jurisdiction and (ii) 0.50% from the 151st day to, and includingHolders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the 240th day after Subsidiary Guarantors and the occurrence Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then 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 declaration of acceleration shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding deemed rescinded and annulled. No 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 rescission will then constitute an affect any subsequent Event of Default without or impair 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 Interestright consequent thereon.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs Notes (other than an Event of Default specified in Sections 6.01(g) or 6.01(h) with respect to the Issuer) shall have occurred and is continuing under this Indenturebe continuing, the Trustee or acting at the direction of the registered Holders of at least 25not less than 30% in aggregate principal amount of Notes then outstanding may, by notice to the Issuer, declare to be immediately due and payable the principal amount of all the Notes then outstanding, by written notice plus accrued but unpaid interest to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request date of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payableacceleration. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Sections 6.01(g) or 6.01(h) with respect to the CompanyIssuer occurs, the principal of and accrued and unpaid interest on all the Notes then outstanding will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Holder. Notwithstanding such acceleration but before a judgment or decree based on acceleration is obtained by the foregoing, if the Company so electsTrustee, the sole remedy Holders of a majority in aggregate principal amount of the Holders for (x) a failure outstanding Notes may, by notice to comply with the Trustee and the Issuer, rescind and annul any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) declaration 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 acceleration (i) 0.25% for if 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 rescission would not conflict with any judgment or decree, (ii) 0.50% from the 151st day to, and including, the 240th day after the occurrence if all existing Events 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 Default have been cured or waived and shall be payable on each relevant Interest Payment Date to Holders (other than nonpayment of record on principal, premium, or interest that has become due solely because of 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 dayacceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such failure will then constitute rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes solely because an Event of Default without described in Section 6.01(e) above has occurred and is continuing, the 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 Section 6.01(e) shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the Holders of the relevant Debt within 30 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any further judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. Any notice of Event of Default, notice of acceleration or lapse instruction to the Trustee to provide a notice of time Event of Default, notice of acceleration or to take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Notes will be subject Trustee that such Holder is not, or, in the case such Holder is DTC or DTC’s 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 acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein a notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to include Additional Interestexist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or DTC’s nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or DTC’s nominee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded, and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(7) or (8) hereof with respect to the Company, Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Notes, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallTrustee, may declare the principal of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of acceleration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Section 6.01(7) or (8) hereof with respect to the CompanyIssuer occurs and is continuing, the principal of and accrued interest on all the Notes then outstanding 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 HolderHolders of the Notes. Notwithstanding The Holders of a majority in principal amount of the foregoingNotes 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 the Company so electsany, 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 and interest on the Notes at 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 rate per annum: equal to (i) 0.25% for declaration of acceleration of 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 because an Event of Default without has occurred and is continuing as a result of the acceleration of any further notice Indebtedness described in Section 6.01(6) hereof (excluding any resulting payment default under this Indenture or lapse the Notes), the declaration of time and acceleration of 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 Interestautomatically annulled if the holders of all Indebtedness described in Section 6.01(6) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, Company specified in clauses (i) or (j) of Section 8.01) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Company and the Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, all the Securities then outstanding to the Trustee if the notice is given by the Holders), maybe due and payable upon any such declaration, and the Trustee at the request of such Holders shall, declare the principal of same shall thereupon become and accrued interest on the Notes to be immediately due and payable. Upon a declaration If an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the CompanyCompany specified in clause (i) or (j) of Section 8.01 occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the principal date of and accrued interest on such default on, all the Notes Securities then outstanding 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 Holder. Notwithstanding The Holders of a majority in aggregate principal amount of the foregoingSecurities 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, if (b) all existing Events of Default, other than the Company so electsnonpayment of the principal of, plus accrued and unpaid interest on, the sole remedy Securities that has become due solely by such declaration of the Holders for (x) a failure to comply with any obligations that the Company may acceleration, 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 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 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without impair 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 Interestright consequent thereto.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Notes, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuers and the Trustee at the request of such Holders shallTrustee, may declare the principal of and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of accelerationany such declaration, such principal and interest will the Notes shall become immediately due and payablepayable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. If a Bankruptcy Notwithstanding the preceding, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, 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 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 accrued interest its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that have become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with 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, 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, 2009 by reason of any willful action (or inaction) 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 outstanding 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 without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any Holder. 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 InterestNotes.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(6) or (7) with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of all the Notes, together with all accrued and accrued interest on the Notes unpaid interest, to be immediately due and payable. Upon payable by notice in writing to the Company and, in the case of an acceleration notice from the Holders of at least 25% in principal amount of the outstanding Notes, the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration" (the "Acceleration Notice"), such principal and interest will the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Designated Senior Debt, shall become immediately due and payable upon the first to occur of an acceleration under the Designated Senior Debt or 5 business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. If a Bankruptcy an Event of Default occurs specified in Section 6.01(6) or (7) with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding 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. Notwithstanding . (b) At any time after a declaration of acceleration with respect to the foregoing, if the Company so electsNotes as described in clause (a) above, the sole remedy Holders of a majority in principal amount of the Holders for Notes then outstanding (xby notice to the Trustee) a failure to comply may rescind and cancel such declaration and its consequences if (i) the rescission would not conflict with any obligations that the Company may judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or may be deemed to have pursuant to Section 314(a)(1) waived except nonpayment of the TIA principal 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 that has become due solely because of the acceleration, (iii) to (i) 0.25% for the first 150 days after extent the occurrence payment of such failure interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which 150th day will be has become due other than by such declaration of acceleration, has been paid, (iv) the 90th day after written notice Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of such failure to comply is provided as set forth abovethe cure or waiver of a Default or Event of Default of the type described in Sections 6.01(6) and (ii) 0.50% from the 151st day to, and including7), the 240th day after the occurrence Trustee has received an Officers' Certificate and Opinion of Counsel that 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 Default or Event of Default has been cured or waived and the Trustee shall be payable on each relevant Interest Payment Date entitled to Holders conclusively rely upon such Officers' Certificate and Opinion of record on the Regular Record Date immediately preceding Counsel. No such Interest Payment Date. On the 241st day after such failure (if such violation is not cured rescission shall affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without or impair 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 Interestright consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, described in Section 6.01(g) and Section 6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Company Issuer (and to the Trustee if the such notice is given by the Holders). Upon such a declaration, maysuch principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Trustee at Issuer had issued a notice of redemption of the request Notes on the date of such Holders shall, declare the principal of 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 described in Section 6.01(f) 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 Section 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, 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 and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes to be immediately that became due solely because of the acceleration of the Notes, have been cured or waived. ​ (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Companyis continuing, the principal of, 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), 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 Holder. 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 InterestHolders.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 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 payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding, outstanding by written notice to the Company (Trustee may on behalf of the Holders rescind an acceleration and to the Trustee its consequences if the notice is given 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. If an Event of Default occurs on or after June 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Holders), may, and Company with the Trustee at intention of avoiding payment of the request of such Holders shall, declare premium that the principal of and accrued interest on 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. Upon a declaration of acceleration, such principal and interest will become immediately due and payableto the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If a Bankruptcy 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 respect to the Company, intention of avoiding the principal prohibition on redemption of and accrued interest on the Notes then outstanding will 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy years beginning on June 1 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 4.04years set forth below, 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 below (ii) 0.50% from expressed as a percentage of 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 aggregate principal amount to the date on which such failure first occurs until such violation is cured or waived and shall of payment that would otherwise be payable on each relevant Interest Payment Date to Holders due but for the provisions 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.this sentence): YEAR PERCENTAGE ---- ---------- 1998............................................... 115.000% 1999............................................... 113.125% 2000............................................... 111.250% 2001............................................... 109.375% 2002............................................... 107.500%

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to of the Companytype described in Section 6.01(7) and (8)) shall have occurred and be continuing, occurs and is continuing under this Indenture, then the Trustee may or the Holders of at least as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration payable the entire principal amount of acceleration, such principal all the Notes then outstanding plus accrued interest to the date of acceleration and interest will 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 6.01 of the above Events of Default, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. If a Bankruptcy No such rescission shall affect any subsequent Default occurs or impair any right consequent thereto. In case an Event of Default of the type described in clause (7) or (8) of Section 6.01 shall occur, the principal, premium, if any, and interest with respect to the Company, the principal all of and accrued interest on the Notes then outstanding will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy Holders 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 InterestNotes.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to of the Companytype described in Section 6.01(f) or (g)) shall have occurred and be continuing, occurs and is continuing under this Indenture, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest, if any, to the date of acceleration, PROVIDED, that 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 and five Business Days after receipt by the Issuers 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 Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if (1) all Events of Default, other than nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived; (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 such declaration of acceleration, has been paid; (3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such principal Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default of the type described in Section 6.01(f) or (g) above shall occur, the principal, premium and interest will become immediately due and payable. If a Bankruptcy Default occurs amount with respect to the Company, the principal all of and accrued interest on the Notes then outstanding will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. 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 InterestHolders.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in SECTION 6.01(6) or (7) above with respect to the Company, occurs ) shall occur and is be continuing under this Indentureand has not been waived, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and premium, if any, accrued interest and Additional Interest, if any, on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration" (the "ACCELERATION NOTICE"), such principal and interest will the same shall become immediately due and payable. . (b) If a Bankruptcy an Event of Default occurs specified in SECTION 6.01(6) or (7) above with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding . (c) At any time after a declaration of acceleration with respect to the foregoingNotes as described in this SECTION 6.02(a) or (b), the Holders of a majority in principal amount at maturity of the Notes may rescind and cancel such declaration and its consequences: (1) if the Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may have judgment 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) decree; and (ii2) 0.50% from the 151st day to, and including, the 240th day after the occurrence if all existing Events 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 Default have been cured or waived and shall be payable on each relevant Interest Payment Date to Holders except nonpayment of record on the Regular Record Date immediately preceding such Interest Payment Date. On the 241st day after such failure (principal, premium, if such violation is not cured any, interest 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, if any, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Notes (other than an Event of Default specified in clause (5) of the first paragraph of Section 6.01 with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the written request of such Holders shall, declare the principal of and accrued and unpaid interest on all the outstanding Notes to be immediately due and payable. Upon payable by notice in writing to the Company and (if the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest will shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clause (5) of the first paragraph of Section 6.01 with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and accrued and unpaid interest on on, all of the outstanding Notes then outstanding 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 Holder. Notwithstanding the foregoing, if the Company so electsAt any time after any such acceleration, the sole remedy Holders of a majority in aggregate principal amount of the Holders for (x) a failure outstanding Notes by written notice to comply with any obligations that the Trustee and the Company may have or may be deemed to have pursuant to Section 314(a)(1) of the TIA or rescind and cancel any such acceleration and its consequences if (yi) the Company’s failure to comply rescission would not conflict with Section 4.04any judgment or decree of a court of competent jurisdiction, will for the first 240 days after the occurrence (ii) all existing Events of such failure consist exclusively Default, other than nonpayment of the right to receive additional principal of or interest on the Notes at a rate per annum: equal that have become due solely because of the acceleration, have been cured or waived, (iii) to (i) 0.25% for the first 150 days after extent the occurrence payment of such failure (interest is lawful, interest on overdue installments of interest and overdue principal, in each case which 150th day will be have become due otherwise than by such acceleration, at the 90th day after written notice per annum rate specified in the last paragraph of such failure to comply is provided as set forth above) Section 4.01, has been paid; and (iiiv) 0.50% from the 151st day toCompany has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and including, advances in connection with such acceleration and rescission. In the 240th day after event of acceleration of 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 because an Event of Default without any further notice or lapse specified in clause (4) of time the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes will shall be subject automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to acceleration which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than the greater of $350.0 million and 1.0% of Total Assets, whether as provided above. Unless a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the context requires case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all references existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No rescission of acceleration of the Notes pursuant to “interest” contained herein this Section 6.02 shall be deemed to include Additional Interestaffect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default, Default under Section 6.1 hereof (other than a Bankruptcy an Event of Default specified in Section 6.1(v) or (vi) with respect to the Company, occurs Issuers) shall occur and is continuing under this Indenturebe continuing, the Trustee or acting at the written direction of the Holders of at least 2530% in aggregate principal amount of the then-outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, 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 a such declaration of acceleration, such the aggregate principal amount of, and accrued and unpaid interest will on all of the outstanding Notes shall ipso facto become and be immediately due and payablepayable 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 a Bankruptcy an Event of Default occurs specified in Section 6.1(v) or (vi) with respect to the CompanyIssuers occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued interest and unpaid interest, if any, on all of the outstanding Notes then outstanding 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 HolderHolder of the Notes. Notwithstanding The Required Holders by written notice to the foregoing, if the Company so elects, the sole remedy Trustee may on behalf of the Holders for of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture and its consequences: (x1) a failure to comply if the rescission would not conflict with any obligations that the Company may judgment or decree; (2) if all existing Events of Default 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 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid; (4) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuers have paid the 241st day after such failure Trustee its reasonable compensation and reimbursed the Trustee for its costs, expenses, disbursements and advances; and (if such violation is not cured 5) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration Notwithstanding the foregoing, if an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default specified in clause (vii) or (viii) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, 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 principal then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and accrued 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. 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 57 Company would have had to pay if the Company then had elected to redeem the Notes then outstanding 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, 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 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy years beginning on December 1 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 4.04years set forth below, 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 below (ii) 0.50% from expressed as a percentage of 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 aggregate principal amount to the date on which such failure first occurs until such violation is cured or waived and shall of payment that would otherwise be payable on each relevant Interest Payment Date to Holders due but for the provisions 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.this sentence): YEAR PERCENTAGE ---- ---------- 1998................................ 114.000% 1999................................ 112.250% 2000................................ 110.500% 2001................................ 108.750% 2002................................ 107.000%

Acceleration. If an Upon the happening of any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturespecified in Section 6.01, the Trustee may, or the Holders holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of of, premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration, such principal " and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default of the type described in clause (f) or (g) above occurs with respect to the Companyand is continuing, the principal of then such amount will ipso facto become and accrued interest on the Notes then outstanding will become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee may rescind and cancel such declaration and its consequences (a) if the Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may judgment or decree, (b) if all existing Events of Default 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 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 shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid, (d) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuers have paid the 241st day after such failure Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (if such violation is not cured e) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without of the type described in clause (f) or (g) of the description of Events of Default above, 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 Abraxas. No such rescission shall affect any further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then may declare all the Notes to be due and payable immediately; provided, however, that, so long as any Designated Senior Debt shall be outstanding, by 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 to the Trustee if the notice is given by the Holders), may, and the Trustee at representatives under the request Designated Senior Debt of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if in the Company so electscase of an Event of Default specified in clauses (h) or (i) of Section 6.01, all outstanding Notes will become due and payable without further action or notice. In the sole remedy event of any Event of Default specified in clause (e) of Section 6.01, 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 action by the Trustee or the Holders of the Holders for 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 failure to comply with any obligations manner that does not violate the Company may have or may be deemed to have pursuant to Section 314(a)(1) terms of the TIA this Indenture or (y) the Company’s failure holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to comply with Section 4.04, will for such Event of Default. In the first 240 days after the occurrence case of such failure consist exclusively any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the right Company with the intention of avoiding payment of the premium that the Company would have had to receive additional interest on pay if the Company then had elected to redeem the Notes at a rate per annum: equal pursuant to (ithe optional redemption provisions of Section 3.07(a) 0.25% for hereof, an equivalent premium shall also become and be immediately due and payable to the first 150 days after extent permitted by law upon the occurrence acceleration 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”)Notes. 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 If an Event of Default without occurs prior to September 15, 2002 by reason of any further notice willful action (or lapse inaction) taken (or not taken) by or on behalf of time and the Company with the intention of avoiding the prohibition on redemption of the Notes will be subject prior to acceleration as provided above. Unless September 15, 2002, then the context requires otherwise, all references to “interest” contained herein 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 deemed 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 include Additional Interest.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, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(e) or (f) with respect to the Company, Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, premium, if any, and accrued interest but unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately interest, if any, shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Section 6.01(e) or (f) with respect to the CompanyIssuer occurs, the principal of of, premium, if any, and accrued interest on all the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding The Holders of a majority in principal amount of the foregoingoutstanding 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 the Company so electswithin 30 days after such Event of Default arose, the sole remedy of Issuer delivers an Officer’s Certificate to the Holders for Trustee stating that (x) a failure to comply with any obligations the Indebtedness or guarantee that is the Company may have or may be deemed to have pursuant to Section 314(a)(1) basis for such Event of the TIA or Default has been discharged, (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 holders thereof have rescinded 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 acceleration, default, notice or action (as the 241st day after such failure (if such violation is not cured or waived prior case may be) giving rise to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse (z) the default or acceleration that is the basis for such Event 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 InterestDefault has been cured or waived.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, Company specified in clauses (g) or (h) of Section 7.01) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Company and the Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, all the Securities then outstanding to the Trustee if the notice is given by the Holders), maybe due and payable upon any such declaration, and the Trustee at the request of such Holders shall, declare the principal of same shall thereupon become and accrued interest on the Notes to be immediately due and payable. Upon a declaration If an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the CompanyCompany specified in clause (g) or (h) of Section 7.01 occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the principal date of and accrued interest on such default on, all the Notes Securities then outstanding 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 Holder. Notwithstanding The Holders of a majority in aggregate principal amount of the foregoingSecurities 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, if (b) all existing Events of Default, other than the Company so electsnonpayment of the principal of, plus accrued and unpaid interest on, the sole remedy Securities that has become due solely by such declaration of the Holders for (x) a failure to comply with any obligations that the Company may acceleration, 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 been cured or waived and (c) all payments due to the Trustee and any predecessor Trustee under Section 8.06 have been made. No such rescission 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without impair 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 Interestright consequent thereto.

Acceleration. (a) If an Event of Default, other than a Bankruptcy Default of the type described in Section 6.01(6) or (7) occurs with respect to the CompanyCompany and is continuing, 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 under this Indenturecontinuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” (b) At any time after a declaration of acceleration with respect 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 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, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, has been paid; (4) if the Company so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; or (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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. No such rescission shall affect any further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to of the Companytype described in Section 6.01(f) or (g)) shall have occurred and be continuing, occurs and is continuing under this Indenture, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest, if any, to the date of acceleration, provided, that 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 and 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 Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if (1) all Events of Default, other than nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived; (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 such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such principal Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default of the type described in Section 6.01(f) or (g) above shall occur, the principal, premium and interest will become immediately due and payable. If a Bankruptcy Default occurs amount with respect to the Company, the principal all of and accrued interest on the Notes then outstanding will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. 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 InterestHolders.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs ------------ and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Discount Notes then outstandingmay, by written after giving 10 Business Days' notice to the Company holders of all Designated Senior Indebtedness and the Representative (and provided, however, that no such notice need be given if, at -------- ------- such time (i) prior to the Trustee if date on which the notice is given by Bank Indebtedness has been repaid - in full in cash, payment of any Bank Indebtedness shall have been accelerated or (ii) on or after the Holdersdate on which the Bank Indebtedness has been repaid in full -- in cash, payment of any Designated Senior Indebtedness shall have been accelerated), may, and the Trustee at the request of such Holders shall, declare the principal of Accreted Value of, and accrued but unpaid interest on and liquidated damages, if any, on, all the Discount Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal Accreted Value, interest and liquidated damages shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of Holdings occurs and is continuing, the Accreted Value of, and interest and liquidated damages, if any, on, all the Discount Notes will ipso facto become immediately due ---- ----- and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy Holders of the Discount Notes. The Holders for (x) of a failure to comply with any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) majority in aggregate principal amount 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 outstanding Discount 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 by written notice to the Trustee may on behalf of all Holders rescind any such failure acceleration with respect to comply is provided as set forth above) the Discount Notes 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 Interestits consequences.

Acceleration. (a) If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs specified in Sections 6.01(5) and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default 6) above occurs with respect to the CompanyCompany and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy . (b) If any Event of the Holders for Default (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 other than an Event of Default without any further specified in clause (5) or (6) of Section 6.01 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice or lapse of time 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. (c) At any time after a declaration of acceleration with respect to the Notes will be subject as described in the two preceding paragraphs, 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 acceleration as provided abovethe 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 Section 6.01(5) and (6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. Unless the context requires otherwise, all references to “interest” contained herein No such rescission shall be deemed to include Additional Interestaffect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.1(a)(7) with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of Outstanding Notes may declare the Notes then outstanding, by written notice to the Company unpaid principal of (and to the Trustee premium, if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of any) and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration "notice of acceleration, such principal and interest will become immediately due and payable. ." If a Bankruptcy an Event of Default specified in Section 6.1(a)(7) occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding . (b) At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, the sole remedy of the Holders for (x) a failure to comply with disbursements and advances, including counsel fees and expenses. No rescission shall affect any obligations that the Company may have subsequent Default 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 impair 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 Interestrights relating thereto.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders specified in paragraph (e) of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default Section 6.01 occurs with respect to the CompanyCompany and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the Notes then outstanding 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 Holder. Notwithstanding If any other Event of Default shall occur and be continuing, the foregoingTrustee 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If In the case of an Event of DefaultDefault specified in clause (7) of Section 6.01 hereof, other than a Bankruptcy Default with respect to the CompanyIssuer, ▇▇▇▇▇▇▇ or any of ▇▇▇▇▇▇▇’▇ Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of ▇▇▇▇▇▇▇, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to ▇▇▇▇▇▇▇ and the Issuer specifying the Event of Default. 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 then outstanding, by written notice to the Company (Trustee may on behalf of all of the Holders rescind an acceleration and to the Trustee its consequences if the notice is given 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. If an Event of Default occurs on or after September —, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Holders), may, and Issuer or any Guarantor with the Trustee at intention of avoiding payment of the request of such Holders shall, declare premium that the principal of and accrued interest on Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payableto the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If a Bankruptcy an Event of Default occurs prior to September —, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuer or any Guarantor with respect to the Company, intention of avoiding the principal prohibition on redemption of and accrued interest on the Notes then outstanding will 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy years beginning on September — 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 4.04years set forth below, 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 below (ii) 0.50% from expressed as a percentage of the 151st day to, and including, principal amount of the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue Notes on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall of payment that would otherwise be payable on each relevant Interest Payment Date to Holders due but for the provisions 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.this sentence): 2010 110.0% 2011 110.0% 2012 110.0% 2013 110.0%

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clauses (6) or (7) above with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration "notice of acceleration" (the "Acceleration Notice"), such principal and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clauses (6) or (7) above with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 of the type described in clauses (6) or (7) of Section 7.01 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (vi) or (vii) of Section 6.01 above with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee Trustee, the Holders or the Holders beneficial holders (without duplication) of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Securities may declare the principal of of, premium, if any, and accrued interest on all the Notes Securities to be immediately due and payable. Upon payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a declaration “notice of acceleration” (the “Acceleration Notice”), such principal and interest will the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five (5) Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice (but only if such Event of Default is then continuing). If a Bankruptcy an Event of Default occurs specified in clause (vi) or (vii) of Section 6.01 above with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the Notes then outstanding will Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder or beneficial holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingSecurities as described in the preceding paragraph, the Holders or beneficial holders (without duplication) of a majority in principal amount of the Securities 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 Company so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and any other amounts due to the sole remedy Trustee under Section 7.07 and (v) in the event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 of the type described in clause (vi) or (vii) 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 further notice subsequent Default or lapse Event 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 InterestDefault or impair any right consequent thereto.

Acceleration. If an any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from clause (g) or (h) of Section 6.01 hereof, with respect to the Company, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes shall become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) 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 Notes has been obtained by the Trustee as provided in this Indenture and (i) the annulment of the acceleration of such Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, 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 Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 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 April 1, 2003, then to the extent permitted by law, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount of the Notes then outstanding, by written notice outstanding to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request date of such Holders shall, declare the principal of and accrued interest on the Notes to payment that would otherwise be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 but for the first 240 days after the occurrence provisions of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to (i) 0.25this sentence): YEAR PERCENTAGE ---- ---------- 1998................................. 108.750% 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) 0.501999................................. 107.875% 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.2000................................. 107.000% 2001................................. 106.125% 2002................................. 105.250%

Acceleration. If In the case of an Event of DefaultDefault specified in clauses (8) or (9) of Section 6.01 hereof, other than a Bankruptcy Default with respect to the CompanyCompany or 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 under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstandingmay declare all the Notes to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of Section 6.01, by written notice to the Company (and to declaration of acceleration of the Trustee Notes shall be automatically annulled if the notice is given by Holders of any Indebtedness described in clause (6) of Section 6.01 have rescinded the Holders)declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if: (1) the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (2) all existing Events of Default, may, and the Trustee at the request except nonpayment of such Holders shall, declare the principal of and accrued or interest on the Notes to be immediately that became due and payablesolely because of the acceleration of the Notes, have been cured or waived. Upon a declaration of acceleration, any such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Companydeclaration, the principal of and accrued interest on the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. 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 specified in clauses (8) or (9) of Section 6.01 hereof occurs with respect to the Company or any of its Restricted Subsidiaries, 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 Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any further notice judgment or lapse decree and if all existing Events of time and Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after October 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 payment of the premium that the Company would have had to pay if 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 subject 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 October 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, to the extent permitted by law, in an amount, for each of the periods set forth below, as provided above. Unless set forth below (expressed as a percentage of principal amount of the context requires otherwiseNotes on the date of payment that would otherwise be due but for the provisions of this sentence): From the date of this Indenture until and including March 31, all references to “interest” contained herein shall be deemed to include Additional Interest.2004 106.000 % From April 1, 2004 until and including September 30, 2004 104.500 %

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(e) or (f) with respect to the Company, Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, premium, if any, and accrued interest but unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately interest, if any, shall be due and payablepayable immediately. If a Bankruptcy an Event of Default occurs specified in Section 6.01(e) or (f) with respect to the CompanyIssuer occurs, the principal of of, premium, if any, and accrued interest on all the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding The Holders of at least a majority in principal amount of the foregoingoutstanding 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 the Company so electswithin 30 days after such Event of Default arose, the sole remedy of Issuer delivers an Officer’s Certificate to the Holders for Trustee stating that (x) a failure to comply with any obligations the Indebtedness or guarantee that is the Company may have or may be deemed to have pursuant to Section 314(a)(1) basis for such Event of the TIA or Default has been discharged, (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 holders thereof have rescinded 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 acceleration, default, notice or action (as the 241st day after such failure (if such violation is not cured or waived prior case may be) giving rise to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse (z) the default or acceleration that is the basis for such Event 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 InterestDefault has been cured or waived.

Acceleration. If (a) In the case of an Event of DefaultDefault specified in clause (7) or (8) of Section 6.01, other than a Bankruptcy Default with respect to the CompanyIssuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken 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 under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. payable by notice in writing to the Issuer and the Trustee specifying such Event of Default and stating that such notice is a “Notice of Acceleration.” Upon a such declaration of acceleration, such principal and interest will become immediately due and payable. If acceleration pursuant to a Bankruptcy Default occurs with respect to the CompanyNotice of Acceleration, the principal Accreted Value of and any accrued interest and unpaid interest, premium and Special Interest, if any, on the outstanding Notes then outstanding will shall become immediately due and payable without any further action or notice; provided, however, that (a) in the event of a declaration or other act on the part of the Trustee or any Holder. 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 acceleration because an Event of Default without any further notice or lapse set forth in clause (5) of time Section 6.01 has occurred and the Notes will be subject to is continuing, such declaration of acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall be deemed automatically rescinded and annulled if the failure to include Additional Interestpay or acceleration triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or applicable Subsidiary, as the case may be, or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto, and (b) after any other acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount at maturity of such outstanding Notes may rescind and annul such acceleration: (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 Accreted Value and any interest that has become due solely because of this acceleration; (3) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (4) in the event of a cure or waiver of an Event of Default of the type set forth in Section 6.01(7) 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. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, specified in ‎‎Section 6.01(a)(ix)) occurs and is continuing under this Indenturecontinuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if the such notice is given by the Holders), may, ) may and the Trustee at the request of such Holders shall, if so directed by the Holders of at least 30% in aggregate principal amount of the then outstanding Notes, declare the principal of and accrued interest on all the Notes to be due and payable immediately. In the event a declaration of acceleration of the Notes pursuant to ‎‎Section 6.01(a)(v) 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 ‎‎Section 6.01(a)(v) shall be remedied or cured, or waived by the Holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (b) In the case of an Event of Default arising under ‎‎Section 6.01(a)(ix), with respect to the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. (c) 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 August 1, 2023 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 August 1, 2023 the applicable Redemption Price as set forth in Section 6 of the Notes, plus in each case accrued and unpaid interest thereon shall all be immediately due and payable. Upon a declaration . (d) Without limiting the generality of accelerationthe foregoing, such principal it is understood and interest will agreed that if the Notes are accelerated or otherwise become immediately due and payable. If a Bankruptcy prior to their maturity date, in each case, in respect of any Event of Default occurs (including an Event of Default relating to certain events of bankruptcy, insolvency or reorganization (including the acceleration of claims by operation of law)), the premium applicable with respect to the Company, the principal an optional redemption of and accrued interest on the Notes then outstanding will become immediately also be due and payable without any declaration or other act on as though the Notes were optionally redeemed and shall constitute part of the Obligations on the Notes, 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 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 ISSUER 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 Issuer and each Guarantor expressly agree (to the fullest extent it may lawfully do so) that: (i) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between holders and the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the premium; and (iv) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this ‎‎Section 6.02(d). The Issuer 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. (e) The holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the holders of all outstanding Notes, rescind acceleration or waive any Holder. Notwithstanding existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default: (i) in the foregoingpayment of the principal of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting holder (which may only be waived with the Company so electsconsent of each holder of Notes affected); or (ii) for any Note held by a non-consenting holder, in respect of a covenant or provision which under this Indenture cannot be modified or amended without the sole remedy consent of the Holders for (x) a failure Holder of each Note affected by such modification or amendment. Upon any such rescission or waiver, such Default shall cease to comply with exist and any obligations that the Company may have or may Event of Default arising therefrom shall be deemed to have pursuant been cured for every purpose under this Indenture, but no such waiver shall extend to Section 314(a)(1any subsequent or other Default or impair any right consequent thereon. (f) Holders of a majority in aggregate principal amount of the TIA then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other holders of the Notes (yit being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Company’s failure Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to comply with Section 4.04the payment of principal, interest or Additional Amounts or premium, if any. (g) Subject to the provisions of ‎‎Article Seven, in case an Event of Default occurs and is continuing, the Trustee will for be under no obligation to exercise any of the first 240 days after rights or powers under this Indenture at the occurrence request or direction of any Holders unless such failure consist exclusively Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except (subject to the provisions of ‎‎Article Nine) to enforce the right to receive additional payment of principal, premium, if any, or interest on or Additional Amounts when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes at a rate per annum: equal to unless: (i) 0.25% for such Holder has previously given the first 150 days after the occurrence of such failure (which 150th day will be the 90th day after Trustee 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 that an Event of Default without is continuing; (ii) Holders of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; (iii) such Holders have offered, and if requested, provide to the Trustee reasonable security or indemnity against any further notice loss, liability or lapse expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of time the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then outstanding Notes will be subject have not given the Trustee a direction inconsistent with such request within such 60-day period. (h) Within 30 days of the occurrence of any Default or Event of Default, the Issuer is required to acceleration as provided above. Unless deliver to the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional InterestTrustee a statement specifying such Default or Event of Default.

Acceleration. If any Event of Default (other than an Event of Default, other than a Bankruptcy Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes then outstanding, by written notice to may declare all the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request Accreted Value of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payablepayable immediately. Upon a declaration any such declaration, the Accreted Value of acceleration, such principal and interest will the Notes shall become immediately due and payablepayable immediately. If a Bankruptcy Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 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, the Accreted Value of all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and accrued its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of Accreted Value, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. 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 then outstanding will pursuant to Section 3.07 hereof, then, upon acceleration of the Accreted Value of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 1, 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 Accreted Value 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 Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy years beginning on January 1 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 4.04years set forth below, 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 below (ii) 0.50% from expressed as a percentage of Accreted Value of the 151st day to, and including, the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue Notes on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall of payment that would otherwise be payable on each relevant Interest Payment Date to Holders due but for the provisions 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.this sentence): YEAR PERCENTAGE ---- ---------- 2003.................................................. 114.000% 2004.................................................. 111.617% 2005.................................................. 109.284%

Acceleration. (a) If an Event of Default, other than a Bankruptcy Default of the type described in Section 6.01(6) or (8) occurs with respect to the CompanyCompany and is continuing, 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 under this Indenturecontinuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon 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 and interest the Notes will become immediately due and payable. If . (b) At any time after a Bankruptcy Default occurs declaration of acceleration with respect to the CompanyNotes 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 accrued 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 the Notes then outstanding will overdue installments of interest and overdue principal, which has become immediately due and payable without any otherwise than by such declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoingacceleration, has been paid; (4) if the Company so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; or (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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. No such rescission shall affect any further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect described in Section 6.1(8) and (9)) occurs and is continuing, the Trustee by notice to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal and interest will become immediately shall be due and payablepayable immediately. If a Bankruptcy an Event of Default described in Section 6.1(8) and (9) occurs with respect to the Companyand is continuing, the principal of and accrued interest and unpaid interest, if any, 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 HolderHolders. Notwithstanding Without limiting the generality of the foregoing, it is understood and agreed that if the Company so electsNotes 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, Sections 6.1(8) or (9) (including the acceleration of claims by operation of law)), the sole remedy then applicable premium applicable with respect to an optional redemption of the Holders Notes (which, for (xall purposes of the paragraphs under “Events of Default,” shall be understood to include the applicable Redemption Price, including the Make-Whole Price, if then applicable) 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 failure reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to comply with any obligations that be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event 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 EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may have or may be deemed to have pursuant to Section 314(a)(1lawfully do so) of the TIA or that: (yA) the Companypremium is reasonable and is the product of an arm’s failure to comply with Section 4.04length transaction between sophisticated business people, will for ably represented by counsel; (B) 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 premium shall be payable on each relevant Interest Payment Date 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 giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledge that its agreement to pay the premium to Holders of record on as herein described is a material inducement to Holders to purchase 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 InterestNotes.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (vi) or (vii) of Section 6.01 hereof with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstandingissued 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 by written notice in writing to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at specifying the request respective Event of such Holders shall, declare the principal Default and that it is a “notice of acceleration,” and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will shall become immediately due and payable. . (b) If a Bankruptcy an Event of Default occurs specified in clause (vi) or (vii) of Section 6.01 hereof with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the Notes then outstanding will Notes 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 Holder. Notwithstanding . (c) At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas 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 sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (6) or (7) of Section 6.1 with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration “notice of acceleration, such principal ,” and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clause (6) or (7) of Section 6.01 with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes as described in the pre- ceding paragraph, the Holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration and its consequences by written notice to the Company and the Trustee: (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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances (including its agents and counsel); and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 of the type described in clause (6) or (7) 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If In the case of an Event of Default, other than a Bankruptcy Default with respect to the Company, specified in clause (5) or (6) of Section 6.01 hereof occurs and is continuing under this Indenturecontinuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding 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 by notice in writing to Holdings or the Issuer or the Holders of at least 2530% in aggregate principal amount of outstanding Notes by notice in writing to Holdings or the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. , which notice must also specify that it is a “notice of acceleration.” Upon a any such declaration of acceleration, such principal and interest the Notes will become immediately due and payable. If a Bankruptcy Default occurs for failure to report or failure to deliver a required certificate in connection with another Default (the “Initial Default”) occurs, then, at the time such Initial Default is cured or waived, such Default for a failure to report or failure to deliver a required certificate in connection with that Initial Default will also be cured without any further action. At any time after a declaration of acceleration with respect to the CompanyNotes as described in the preceding paragraph, the Holders of a majority in principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part amount of the Trustee or any Holder. Notwithstanding the foregoing, outstanding Notes may rescind and cancel such declaration and its consequences: (a) if the Company so elects, the sole remedy of the Holders for (x) a failure to comply rescission would not conflict with any obligations that the Company may judgment or decree; (b) if all existing Events of Default 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 been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and shall be payable on each relevant Interest Payment Date to Holders overdue principal, which has become due otherwise than by such declaration of record on acceleration, has been paid; (d) if the Regular Record Date immediately preceding such Interest Payment Date. On Issuer has paid the 241st day after such failure Trustee all amounts it is owed under this Indenture; and (if such violation is not cured e) in the event of the cure or waived prior to such 241st day), such failure will then constitute waiver of an Event of Default without specified in clause (4) of Section 6.01 hereof; provided that the Trustee shall have received an Officer’s Certificate that such Event of Default has been cured or waived. No such rescission shall affect any further notice subsequent Event of Default 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 Interestimpair any right consequent thereto.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (vi) or (vii) of Section 5.01 hereof with respect to the Company, ) occurs and is continuing under this Indenturecontinuing, the Trustee may by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Securities may, by written notice to the Company (and to the Trustee if the notice is given by the Holders), mayTrustee, and the Trustee at shall, upon the request of such Holders shallHolders, declare the principal of of, premium, if any, on, accrued and accrued unpaid interest on, and Liquidated Damages, if any, on all then outstanding Securities (if not then due and payable) to be due and payable, and upon any such declaration the Notes to same shall become and be immediately due and payable. Upon a declaration If an Event of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs specified in clause (vi) or (vii ) of Section 5.01 hereof with respect to the CompanyCompany occurs, the principal of of, premium, if any, on, accrued and accrued unpaid interest on, and Liquidated Damages, if any, on the Notes all Securities then outstanding will shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. Notwithstanding At any time after such a declaration of acceleration with respect to the foregoingSecurities has been made and before a judgment for payment of the money due has been obtained by the Trustee as hereinafter in this Article V, if the Holders of a majority in principal amount of the outstanding Securities, by written notice to the Company so electsand the Trustee, 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 rescind and annul such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to acceleration and its consequences if: (i) 0.25% for all existing Events of Default, other than the first 150 days after non-payment of the occurrence principal of the Securities which has become due solely by such failure (which 150th day will be the 90th day after written notice declaration of such failure to comply is provided as set forth above) and acceleration, have been cured or waived; (ii) 0.50% from to the 151st day to, and including, extent the 240th day after the occurrence payment of such failure 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 (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including iii) the date on which such failure first occurs until such violation is cured rescission would not conflict with any judgment or waived and shall be payable on each relevant Interest Payment Date to Holders decree 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 a court 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 Interestcompetent jurisdiction.

Acceleration. If an Event of Default, other than a Bankruptcy Default specified in Section 6.01(7) or (8) with respect to the CompanyIssuer occurs, occurs all outstanding Notes shall become due and is payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Issuer) shall have occurred and be continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuer and the Trustee at Trustee, may declare (an “acceleration declaration”) all amounts owing under the request Notes to be due and payable immediately. Upon such declaration of such Holders shallacceleration, declare the aggregate principal of and accrued and unpaid interest on the outstanding Notes to be immediately shall become due and payable. Upon payable immediately; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived except nonpayment of principal and interest that has become due solely because of this 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, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect has been paid; (4) if the Issuer has paid to the CompanyTrustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (5) in the event of a cure or waiver of a Default of the type set forth in Section 6.01(7) or (8), the principal Trustee shall have received an Officers’ Certificate and an Opinion of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy of the Holders for (x) a failure to comply with any obligations Counsel 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 Default has been cured or waived and waived. No such rescission 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without impair 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 Interestright consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, described in Section 6.01(g) and Section 6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Company Issuer (and to the Trustee if the such notice is given by the Holders). Upon such a declaration, maysuch principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Trustee at Issuer had issued a notice of redemption of the request Notes on the date of such Holders shall, declare the principal of 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 described in Section 6.01(f) 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 Section 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, 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 and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes to be immediately that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Companyis continuing, the principal of, 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), 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 Holder. 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 InterestHolders.

Acceleration. If an Event of Default, other than a Bankruptcy Default with respect to the Company, Notes (other than an Event of Default specified in clause (7) under “Events of Default” above) occurs and is continuing under this Indenturecontinuing, the Notes Trustee by notice to the Borrower and the Subsidiary Guarantors, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes (or, in the case of an Event of Default described in clause (4) under “Events of Default” above, if outstanding Securities of other series are affected by such Event of Default, then outstanding, at least 25% in principal amount of the then outstanding Securities so affected) by written notice to the Company (and to Borrower, the Trustee if the notice is given by the Holders), may, Subsidiary Guarantors and the Trustee at the request of such Holders shallNotes Trustee, may declare the principal of and all accrued and unpaid interest on all then outstanding Notes or all series of Securities, as the Notes case may be, to be immediately due and payable. Upon a declaration of accelerationany such declaration, such principal and interest will become immediately the amounts due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest payable on the Notes then outstanding will be due and payable immediately. If an Event of Default specified in clause (7) under “Events and Default” above occurs, such amounts will ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Notes Trustee or any Holder. Notwithstanding the foregoing, if the Company so elects, the sole remedy The holders of a majority in principal amount 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) then outstanding Securities of the TIA series affected by such Event of Default or all series so affected, as the case may be, by written notice to the Notes Trustee may rescind an acceleration and its consequences (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence other than nonpayment of such failure consist exclusively principal of the right to receive additional or premium or interest on or any Additional Amounts with respect to the Notes at a rate per annum: equal to Securities) if (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 rescission would not conflict with any judgment or decree, (ii) 0.50% from all existing Events of Default with respect to the 151st day toSecurities of that series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that have become due solely because of the acceleration and (iii) the Notes Trustee has been paid any amounts due to it for the reasonable compensation, expenses, disbursements and advances of the Notes Trustee, its agents and counsel, 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 other amounts due the Notes will be subject to acceleration as provided above. Unless Trustee under the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional InterestSenior Notes Indenture.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, described in clause (7) of Section 6.1) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (Issuer and to the Trustee if the notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy an Event of Default described in clause (7) of Section 6.1 occurs with respect to the Companyand is continuing, the principal of of, premium, if any, accrued and accrued interest unpaid interest, if any, 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 HolderHolders. The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium, or interest, if any) and rescind any such acceleration with respect to the Notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. Notwithstanding the foregoing, if an Event of Default specified in clause (6) of Section 6.1 shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the Company so elects, 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 sole remedy Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the Holders for (x) a failure to comply with any obligations that of such Indebtedness or cured and if such Indebtedness has been accelerated, then the Company may Holders thereof have or may be deemed to have pursuant to Section 314(a)(1) rescinded their declaration of the TIA or (y) the Company’s failure to comply with Section 4.04acceleration in respect of such Indebtedness, will for the first 240 in each case within 20 days after the occurrence declaration of such failure consist exclusively acceleration with respect thereto, and (iii) any other existing Events of the right to receive additional Default, except nonpayment of principal, premium or interest on the Notes at a rate per annum: equal to (i) 0.25% for that became due solely because of the first 150 days after acceleration of 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 toNotes, 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 have been 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 Interestwaived.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (f) or (g) of Section 6.1 above with respect to the Company, occurs ) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration “notice of acceleration” (the “Acceleration Notice”), such principal and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clause (f) or (g) of Section 6.1 above with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If Upon the happening of any Event of Default specified in Section 6.01 (other than an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenturespecified in Section 6.01(i) or (j)), the Trustee may, or the Holders of at least 25% in aggregate principal amount of outstanding Notes may, declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding, to be due and payable by written notice in writing to the Company Issuer (and to the Trustee if the notice is given by the Holders), may, ) specifying the respective Event of Default and that it is a "notice of acceleration," and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs with respect to of the Companytype described in Section 6.01(i) or (j) occurs, the principal of then such amount shall ipso facto become and accrued interest on the Notes then outstanding will become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee 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 of, premium, if any, 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 and premium, if any, which have become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuer 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 (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 Company or 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 Company so electsIndebtedness that is the subject of such Event of Default has been repaid, or if the sole remedy 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 Holders for continuation of such default beyond the applicable grace period (xincluding any extension thereof) 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 acceleration), and written notice of such failure repayment or cure or waiver and rescission, as the case may be, shall have been given to comply 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 as set forth above) and (ii) 0.50% from to the 151st day toTrustee, and including, the 240th day within 30 days after the occurrence any such acceleration in respect 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 and so long as such rescission of any such acceleration of the Notes does not conflict with any judgment or decree as certified to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional InterestTrustee by the Issuer.

Acceleration. If All of Employee's Unvested Restricted Stock shall immediately become Vested in the event that: (i) Employee's employment with the Company is terminated without Cause as herein defined; (ii) one hundred eighty (180) days after the closing of a Sale Event (as defined below) provided that Employee shall have remained an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount employee and/or independent contractor of the Notes then outstanding, by written notice to Company continuously from the Company Effective Date through the date which is one hundred and eighty (and to 180) days after the Trustee if the notice is given by the Holders), may, and the Trustee at the request closing of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSale Event. Notwithstanding the foregoing, in the case of a Sale Event, (i) all of Employee's Unvested Restricted Stock shall immediately become Vested when and if the Company so electsbuyer in the Sale Event does not make available to Employee continuation of Employee's employment for such 180-day period without decrease in compensation, benefits and responsibilities and without required geographic relocation of employment; (ii) pending the vesting of Employee's Unvested Restricted Stock following the Sale Event, the sole remedy Company (or its successor) shall place in escrow, for the benefit of Employee, the consideration that Employee would have received on the date of the Holders Sale Event for Employee's Unvested Restricted Stock had such Unvested Restricted Stock been fully Vested on the date of the Sale Event, and will pay such escrowed amount (x) a failure to comply with any obligations that interest paid thereon while in escrow) to Employee upon the earlier of (a) the vesting of such Unvested Restricted Stock or (b) the failure of the Company may have or may be deemed to have pursuant to exercise its repurchase rights under Section 314(a)(16 of this Amended and Restated Agreement for more than sixty (60) of the TIA or days after it is ultimately determined that Employee's Unvested Restricted Stock will not vest; and (yc) the Company’s failure 's right of repurchase shall be suspended until it is ultimately determined whether Employee's Unvested Shares will vest. For the above purposes, "Sale Event" will refer to comply (a) a merger involving the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; (b) the sale of all or substantially all of the assets of the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; or (c) the purchase by a third party from shareholders of the Company of shares constituting majority voting control of the Company. For this purpose, "Cause" mans (a) Employee has intentionally engaged in unfair competition with Section 4.04the Company, will committed an act or embezzlement, fraud or theft with respect to the property of the Company or deliberately disregarded the rules of the Company, in any such event in such manner as to cause material loss, damage or injury to or otherwise materially to endanger the property, reputation or employees of the Company, (b) Employee has repeatedly abused alcohol or drugs on the job or in a manner affecting his job performance, (c) Employee has been found guilty of or has plead nolo contendere to the commission of a felony offense; or (d) Employee remains in material willful breach of a material provision of this Amended and Restated Agreement for the first 240 fourteen (14) 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 receiving notice of such failure to comply is provided as set forth above) and (ii) 0.50% breach from the 151st day toCompany. In case of any dispute concerning (d) above, the Company shall have the burden of proof to establish that Employee has so failed or breached, as the case may be. In the event that all of Employee's Unvested Restricted Stock shall become Vested pursuant to this Section 5, then any and all options held at the time by Employee to purchase equity securities in the Company, and includingany and all equity securities in the Company held at the time by Employee, to the 240th day after extent subject to vesting restrictions (i.e. rights of the occurrence Company to repurchase same at original cost, which rights lapse over time based on employee's continued service to the Company, based on achievement of milestones, or otherwise, or which rights are not fully exercisable unless and until such continued service, milestones, etc. are satisfied), notwithstanding anything in the relevant agreement related to vesting of such failure option or equity securities shall also become fully vested (“Additional Interest”but not as to options and/or shares whose milestones for vesting had passed without having been satisfied). 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 any Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under this Indentureand is known to the Trustee, the Trustee by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Notes, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, Issuers and the Trustee at the request of such Holders shallTrustee, may declare the principal of of, and accrued interest on and unpaid interest, if any, on, all the Notes to be immediately due and payablepayable immediately. Upon a declaration any such declaration, the principal of acceleration, such principal and interest will the Notes shall become immediately due and payablepayable immediately, together with all accrued and unpaid interest thereon. If a Bankruptcy Notwithstanding the preceding, if an Event of Default specified in Section 6.01(a)(ix) or (x) occurs with respect to the Company, the principal Finance Corp., any of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 Restricted Subsidiaries that is a Significant Subsidiary of the right to receive additional interest on Company or any group of Restricted Subsidiaries of the Notes at Company that, taken together, would constitute a rate per annum: equal to (i) 0.25% for Significant Subsidiary of the first 150 days after Company, 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 toprincipal of, and includingaccrued and unpaid interest, the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue if any, on all outstanding Notes from shall become due and including payable immediately without further action or notice, together with all accrued and unpaid interest thereon. The Holders of a majority in principal amount of the date then outstanding Notes by notice to the Trustee may on which such failure first occurs until such violation is behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree; (ii) all existing Events of Default (except with respect to nonpayment of principal, interest or premium, if any, that have become due solely because of the acceleration) have been cured or waived waived; (iii) 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 the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission 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 affect any subsequent Default or waived prior to such 241st day), such failure will then constitute an Event of Default without impair 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 Interestright consequent thereto.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (9) or (10) of Section 6.1 hereof that occurs with respect to any of the CompanyIssuers, any of the Guarantors or any of their Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless the Accreted Value of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes Notes, then outstanding, by written notice to the Company Issuers (and to the Trustee if the such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of Accreted Value of, premium, if any, and accrued interest and unpaid Interest (and Liquidated Damages, if any) on the Notes to be immediately due and payablepayable immediately. Upon a declaration of acceleration, such principal Accreted Value of, premium, if any, and interest will become accrued and unpaid Interest (and Liquidated Damages, if any) shall be immediately due and payable. If a Bankruptcy an Event of Default occurs with respect specified in clause (9) or (10) of Section 6.1 hereof, relating to any of the CompanyIssuers, any of the principal Guarantors or any of their Significant Subsidiaries occurs, all Accreted Value and accrued interest on the Notes then outstanding and unpaid Interest (and Liquidated Damages, if any) thereon will become be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders. (b) At any Holder. Notwithstanding time after such a declaration of acceleration being made and before a judgment or decree for payment of the foregoingmoney 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 at maturity 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 Accreted Value of, premium, if the Company so electsany, the sole remedy of the Holders for and Interest (xand Liquidated Damages, if any) 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 (iwhich have become due solely by such declaration of acceleration) 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 have been 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 in Section 6.4 hereof. (c) No such waiver shall be deemed to include Additional Interestcure or waive any subsequent Default or impair any right consequent thereon.

Acceleration. If an any Event of Default, Default (other than those of the type described in Section 6.01(h) or (i), or resulting from a Bankruptcy Default with respect to the Companybreach of Section 4.20, 4.25 or 4.27) occurs and is continuing under this Indenturecontinuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes of a particular maturity shall, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), of a particular maturity may, and the Trustee at the request of such Holders shall, declare the principal of all such Notes, together with all accrued and accrued interest on the Notes unpaid interest, premium, if any, to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a declaration notice of accelerationacceleration (the "Acceleration Notice"), such principal and interest will the same shall become immediately due and payable. If The Holders of a Bankruptcy Default occurs with respect majority in principal amount of the then outstanding Notes by notice to the CompanyTrustee may rescind such acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree, (ii) all Events of Default, other than the nonpayment of accelerated principal of of, premium, if any, and accrued interest on Notes, have been cured or waived as provided in this Indenture and (iii) all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid in full. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the case of an Event of Default specified in Section (h) or (i) of Section 6.01 hereof, all outstanding Notes then outstanding will shall become immediately due and payable immediately without any further declaration or other act on the part of the Trustee or any Holderthe Holders. 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 not enforce this Indenture 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 except as provided in this Indenture. In the first 150 days after the occurrence case 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 with respect to the Notes will of a particular maturity occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention 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 subject 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 provided above. Unless applicable, shall also become immediately due and payable to the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional Interestextent permitted by law upon acceleration of such Notes.

Acceleration. (a) If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clauses (f)(i), (f)(ii) or (f)(iii) of Section 6.01 with respect to the Company, occurs ) shall occur and is be continuing under this Indentureand has not been waived, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of of, and premium, if any, and accrued interest on on, the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration”, such principal and interest will the same shall become immediately due and payable. . (b) If a Bankruptcy an Event of Default occurs specified in clauses (f)(i), (f)(ii) or (f)(iii) of Section 6.01 with respect to the CompanyCompany occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, the principal of outstanding Notes shall ipso facto become and accrued interest on the Notes then outstanding will become be immediately due and payable without any demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other act notice or declaration of any kind, all of which are hereby expressly waived by the Company and each of its Restricted Subsidiaries who at any time ratifies or approves this agreement on the part of the Trustee or any Holder. Notwithstanding . (c) At any time after a declaration of acceleration with respect to Notes as described in the foregoingpreceding paragraphs, Required Holders 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, premium, if any, 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 and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company so elects, the sole remedy has paid each of the Holders for (x) a failure to comply with any obligations that Trustee and the Company may have or may be deemed to have pursuant to Section 314(a)(1) Collateral Agent its compensation and reimbursed each of the TIA or Trustee and the Collateral Agent for its expenses, disbursements and its advances; and (y5) in the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of such failure consist exclusively event 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 cure or waiver 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 of the type described in clauses (f)(i), (f)(ii) or (f)(iii) 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. If (a) Upon the occurrence of an Event of Default, Default (other than a Bankruptcy an Event of Default with respect to the Company, occurs and is continuing under this IndentureSection 6.01(a)(vii) or (viii)), the Trustee or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes then outstandingmay declare all Senior Notes (i) to be due and payable immediately and, by written notice to upon such declaration, the Company (and to the Trustee principal of, premium, if the notice is given by the Holders), mayany, and the Trustee at the request of such Holders shallany accrued and unpaid interest on, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationLiquidated Damages, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs if any, with respect to all Senior Notes shall be due and payable immediately; or (ii) if there are any amounts outstanding under the CompanyAmended 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 of, premium, if any, and any accrued and unpaid interest on the Notes then outstanding will 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 Holder. Notwithstanding Holders of Senior Notes. (b) The holders of a majority in principal amount of the foregoingSenior Notes then outstanding, by notice to the Trustee, may rescind any declaration of acceleration of such Senior Notes and its consequences (if the Company so elects, rescission would not conflict with any judgment or decree) if all existing Events of Default (other than the sole remedy 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 Holders for (xSenior Notes because an Event of Default under Section 6.01(a)(iv) a failure to comply with any obligations that has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the Company may have or may be deemed to have pursuant to Section 314(a)(1) holders of the TIA or (yIndebtedness described in Section 6.01(a)(iv) have rescinded the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence declaration of acceleration in respect of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to Indebtedness within 30 Business Days thereof and if (i) 0.25% for the first 150 days after the occurrence annulment of such failure acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, (which 150th day will be 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 90th day after written notice acceleration, have been cured or waived, and (iii) the Company has delivered an Officers' Certificate to the Trustee to the effect of such failure to comply is provided as set forth aboveclauses (i) 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, Default (other than a Bankruptcy an Event of Default specified in Section 6.01(6) or (7) with respect to the Company, Publishing) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to Publishing, or the Holders of at least 25% in principal amount of the Senior Notes then outstanding may, by written notice to Publishing and the Trustee, and the Trustee shall, upon the request of such Holders, declare the aggregate principal amount of the Senior Notes then outstanding, by written notice together with accrued interest thereon to the Company date of payment, to be due and payable and, upon any such declaration, the same shall become and be due and payable. If an Event of Default specified in Section 6.01(6) or (and 7) occurs with respect to the Trustee if the notice is given by the Holders)Publishing, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Senior Notes then outstanding 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 Holder. Notwithstanding the foregoingUpon payment of such principal amount, interest, and premium, if any, all of Publishing's obligations under the Company so electsSenior Notes and this Indenture, the sole remedy other than obligations under Section 7.07, shall terminate. The Holders of a majority in principal amount of the Holders for (x) a failure Senior Notes then outstanding by notice to comply with any obligations that the Company Trustee 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 rescind an acceleration and its consequences if (i) 0.25% for all existing Events of Default, other than the first 150 days after non-payment of the occurrence principal of the Senior Notes which has become due solely by such failure (which 150th day will be the 90th day after written notice declaration of such failure to comply is provided as set forth above) and acceleration, have been cured or waived, (ii) 0.50% from to the 151st day toextent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and including, (iv) Publishing has paid or caused to be paid to the 240th day after Trustee all sums paid or advanced by 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 Trustee hereunder and the Notes will be subject reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and all other amounts due to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall be deemed to include Additional InterestTrustee under Section 7.07.

Acceleration. If Upon the occurrence of an Event of Default, other than a Bankruptcy Default with respect to which has not been waived by the Company, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingLenders, by delivery of written notice to the Company (and to Borrowers, the Trustee if the notice is given by the Holders)Agent, may, take any or all of the following actions, without prejudice to the rights of the Lenders to enforce their claims against the Borrowers: declare all or any part of the Obligations hereunder to be immediately due and payable (except with respect to any Event of Default set forth in Section 9.1(d) hereof, in which case all such Obligations shall automatically become immediately due and payable without the Trustee necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Majority Lenders or the Agent. If at any time after acceleration of the Obligations hereunder, the Borrowers shall pay all arrears of interest and all payments on account of principal of such Term Loan Notes which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the request rates specified in this Agreement) and all Events of such Holders shall, declare the Default and Defaults (other than nonpayment of principal of and accrued interest on the such Term Loan Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately other Obligations hereunder due and payable without solely by virtue of acceleration) shall be remedied or waived, then by written notice to the Borrowers, the Agent may elect, in its sole discretion, to rescind and annul the acceleration and its consequences; but such action shall not affect any declaration subsequent Default or other act on the part Event of Default or impair any right or remedy consequent thereon. The provisions of the Trustee or any Holder. Notwithstanding preceding sentence are not intended to benefit the foregoing, if Borrowers and do not give 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 Borrowers the right to receive additional interest on require the Notes at a rate per annum: equal Majority Lenders or the Agent to (i) 0.25% for rescind or annul any acceleration hereunder, even if 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 conditions 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 Interestare met.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in clause (7) or clause (8) of Section 6.1 above with respect to the Company, occurs Company or any Guarantor) shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 40% (or, if the Discharge of Credit Facility Obligations has occurred, 25% %) in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be immediately due and payable. Upon payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration “notice of acceleration”, such principal and interest will the same shall become immediately due and payable. If a Bankruptcy an Event of Default occurs specified in clause (7) or clause (8) of Section 6.1 above with respect to the CompanyCompany or any Guarantor occurs and is continuing, the then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding An Event of Default specified in clause (b) above shall be cured and of no further effect if Holdings “tops up” the foregoingNotes 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 so electshas paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the sole remedy event of the Holders for (x) a failure to comply with any obligations that the Company may have cure or may be deemed to have pursuant to Section 314(a)(1) waiver 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 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 further notice subsequent Default 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 Interestimpair any right consequent thereto.

Acceleration. (a) If any Event of Default (other an Event of Default, other than a Bankruptcy Default with respect to the Company, specified in clauses (6) and (7) of Section 6.01(a)) occurs and is continuing under this Indenture, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture as contemplated by Section 2.01(b), the Trustee by written notice to the Issuer specifying the Event of Default, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Company (Issuer and to the Trustee if the notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall be due and payable immediately. (b) In the event of a declaration of accelerationacceleration of the Notes because an Event of Default pursuant to clause (5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Default triggering such principal and interest will become immediately due and payable. If Event of Default pursuant to clause (5) of Section 6.01(a) shall be remedied or cured by the Issuer or a Bankruptcy Default occurs Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect to thereto and if (1) the Companyannulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, the principal except nonpayment of and accrued principal, premium or interest on the Notes then outstanding will that became due solely because of the acceleration of the Notes, have been cured or waived. (c) Notwithstanding the foregoing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture as contemplated by Section 2.01(b), in case an Event of Default under clauses (6) and (7) of Section 6.01(a) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding Holders. (d) Unless otherwise specified for Notes of any series in the foregoingapplicable Notes Supplemental Indenture as contemplated by Section 2.01(b), the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all Holders rescind an acceleration with respect to the Notes and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (except nonpayment of the principal of, premium, if the Company so electsany, 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 and interest on the Notes at a rate per annum: equal to (ithat have become due solely because of the acceleration) 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 have been 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 Interestwaived.

Acceleration. If an Event of Default, Default (other than a Bankruptcy an Event of Default specified in Section 8.1(d) or (e) with respect to the Company, Issuer or BI) occurs and is continuing under this Indentureand has not been waived pursuant to Section 8.10, the Trustee or then the Holders of at least 25% a majority in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Issuer 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 after receipt by the Issuer of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable. Upon a declaration If an Event of acceleration, such principal Default specified in Section 8.1(d) or (e) occurs and interest will become immediately due and payable. If a Bankruptcy Default occurs is continuing with respect to the CompanyIssuer or BI, the all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes then outstanding 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 Holder. Notwithstanding At any time after a declaration of acceleration with respect to the foregoing, if the Company so electsNotes in accordance with this Section 8.2, the sole remedy Holders of a majority in principal amount of the outstanding Notes may, on behalf 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 all of the TIA or (y) the Company’s failure to comply with Section 4.04Notes, will for the first 240 days after the occurrence of rescind and cancel such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to declaration and its consequences (i) 0.25% for if 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 rescission would not conflict with any judgment or decree, (ii) 0.50% from the 151st day to, and including, the 240th day after the occurrence if all existing Events 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 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 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 affect any subsequent Event of Default without or impair 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 Interestright consequent thereto.