Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company or the Guarantor specified in clauses clause (h) and 8) or (i9) of Section 6.018.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, Company and the Guarantor or the holders Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company Company, the Guarantor and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company or the Guarantor specified in clauses clause (h) 8) or (i9) of Section 6.01 8.1 occurs, all unpaid principal of and premiumof, if any, and plus accrued and unpaid interest and Liquidated Damages(including Additional Interest, if any) on, on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding Convertible Subordinated Notes outstanding, or the Holders originally causing the acceleration by notice to the Trustee Trustee, may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 9.6 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (7) and (8) above with respect to the Company specified in clauses (hCompany) shall occur and (i) of Section 6.01) occurs and is be continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of outstanding Notes may declare the then outstanding Convertible Subordinated Notes, unpaid principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice in writing to the Company and the TrusteeTrustee specifying the Event of Default and that it is a "notice of acceleration." If an Event of Default specified in clauses (7) and (8) above occurs with respect to the Company, may declare then the unpaid principal of, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall will become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. (b) At any time after a declaration of Convertible Subordinated Notes. The holders acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated such Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of any court Default have been cured or waived, except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission recission shall affect any subsequent Default or Event of Default or impair any right consequent rights relating thereto.

Acceleration. If In the case of an Event of Default arising from either Section 6.01(8) or (other than an Event of Default 9) with respect to the Company specified in clauses (h) Issuer or any Significant Subsidiary, all outstanding Notes will become due and (i) payable immediately without further action or notice. If any other Event of Section 6.01) Default occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesNotes may declare, by written notice or such Holders may direct the Trustee to the Company and the Trusteedeclare, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payablepayable immediately. Upon such At any time after a declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default acceleration with respect to the Company specified Notes as described in clauses (h) or (i) of Section 6.01 occursthe preceding paragraph, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (2) if all existing Defaults have been cured or waived except nonpayment of any court principal or interest that has become due solely because of competent jurisdictionthe 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances in accordance with Section 7.07; and (5) in the event of the cure or waiver of a Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 8.01 with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, to the date of acceleration on the Securities then outstanding (if any, not then due and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default specified in clause (7) or (8) of Section 8.01 occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursCompany, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall IPSO FACTO become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Secured Notes will become due and payable immediately without further action or notice. If any other than an Event of Default with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 2530% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Secured Notes by written notice to the Company and Issuer (with a copy to the Trustee, Trustee if given by Holders of Secured Notes) may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Secured Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notesimmediately. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Secured Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Secured Notes, rescind an acceleration or waive any existing Default or Event of the Convertible Subordinated Notes Default and its consequences if all existing Events of Default (other than nonpayment of principal of or premiumunder this Secured Indenture, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or impair interest, if any, on, the Secured Notes (except nonpayment of principal, premium, if any, or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Secured Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any right consequent theretoIndebtedness described in Section 6.01(4) hereof (excluding any resulting payment default under this Secured Indenture or the Secured Notes), the declaration of acceleration of the Secured Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of all Indebtedness described in Section 6.01(4) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 20 Business Days of the date of such declaration of acceleration of the Secured Notes, and if the annulment of the acceleration of the Secured 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 Secured Notes that became due solely because of the acceleration of the Secured Notes, have been cured or waived and all amounts owing to the Trustee and the Notes Collateral Agent have been paid.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (g) or (h) and (i) of Section 6.018.01) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and plus interest accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (g) or (h) or (i) of Section 6.01 8.01 occurs, all unpaid principal of and premiumof, if any, and plus interest accrued and unpaid interest and Liquidated Damagesthrough the date of such default on, if any, on all the Convertible Subordinated Notes Securities then outstanding shall become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(8) or (9) above that occurs with respect to the Company specified in clauses (h) and (i) of Section 6.01or any Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notesoutstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding will, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be immediately due and payable. Upon such a declaration of acceleration, such principal amountof, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become will be immediately due and payable, notwithstanding anything contained in this Indenture or . In the Convertible Subordinated Notes to the contrary, but subject to the provisions event of Article XI hereof. If any a declaration of acceleration because an Event of Default set forth in Section 6.01(5) above has occurred and is continuing, such declaration of acceleration will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Issuers or the relevant Significant Subsidiary or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(8) or (9) above occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursany Significant Subsidiary, all unpaid the principal of and of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall will automatically become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. Any notice of Convertible Subordinated default, declaration of acceleration or instruction to the Trustee to provide a notice of default, declaration of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuers and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of default shall be deemed a continuing representation until the resulting default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default 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 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 Issuers provide to the Trustee an Officers’ 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 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, with the effect that such 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. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The holders Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. The Holders of at least a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Trustee Issuers and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(vi) or (vii) above with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then then, and in every such case case, unless the Trusteeprincipal of all the Securities shall have already become due and payable, by written notice to either the Company, Trustee or the holders Holders of at least not less than 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesSecurities, by notice in writing to the Company (and to the Trustee if given by Holders), may declare all of the unpaid principal of and accrued interest thereon to be due and payable immediately. In the event of a declaration of acceleration because of an Event of Default described in clause (iv) of Section 6.1 above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such payment default is cured or waived or the holders of the Indebtedness which is the subject of such event of default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (iv) of Section 6.1 above has occurred that has not been cured or waived within 60 days of the declaration of such acceleration in respect thereof and if (i) the repayment of Indebtedness or annulment of such acceleration, as the case may be, would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of principal or interest which have become due solely due to such acceleration, have been cured or waived. If an Event of Default specified in Section 6.1(vi) or (vii) with respect to the Company occurs, all unpaid principal of and accrued interest due and payable on all the outstanding Securities shall IPSO FACTO become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holders of a majority in aggregate principal amount of the then outstanding Securities, by written notice to the Company and the Trustee, may declare waive, on behalf of all Holders, a Default or an Event of Default if: (a) the unpaid Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Securities, (ii) the principal of, premium, if anyof any Securities which would become due otherwise than by such declaration of acceleration, and accrued interest thereon at the rate borne by the Securities, (iii) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Securities and unpaid interest (iv) all sums paid or advanced by the Trustee under this Indenture and Liquidated Damagesthe compensation, if anyexpenses, on disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the Convertible Subordinated Notes to be nonpayment of the principal of the Securities which have become due and payable. Upon solely by such declaration such of acceleration, have been cured or waived. Notwithstanding the previous sentence, no waiver shall be effective for any Default or Event of Default in the payment of the principal amount, premium, if any, and accrued and unpaid of or interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture on any Security held by a nonconsenting Holder or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the Company specified in clauses (h) or (i) consent of Section 6.01 occurs, all unpaid principal the Holder of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes each then outstanding shall become automatically due and payable subject Security, unless all such affected Holders agree, in writing, to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of waive such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default Default. No such waiver shall cure or waive any subsequent default or impair any right consequent theretothereon. In the event that the maturity of the Securities is accelerated pursuant to this Section 6.2, 100% of the principal amount thereof plus accrued interest to the date of payment shall become due and payable.

Acceleration. If an Event of Default (other than an Event of Default with respect specified in Section 6.01(f) or (g)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration", and the same shall become immediately due and payable. If an Event of Default specified in clauses Section 6.01(f) or (h) and (i) of Section 6.01g) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. At any time after a declaration of Convertible Subordinated Notes. The holders acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee Securities may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree decree, (ii) if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h5) and or (i6) of Section 6.018.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h5) or (i6) of Section 6.01 8.1 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Company specified in clauses (h) and (i) of Section 6.01Issuers) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesSecurities, by written notice to the Company and Issuers shall declare that the Trustee, may declare the unpaid principal of, premium, if any, and accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be Securities is due and payable. Upon such declaration a declaration, such principal amountand interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and accrued interest on all the Securities shall ipso facto become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by notice to the Trustee may rescind an acceleration and its consequences. 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 Convertible Subordinated Notes and its consequences Securities, if all existing Events within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (other than nonpayment x) the Indebtedness or guarantee that is the basis for such Event of principal of Default has been discharged or premium, if any, and interest and Liquidated Damages, if any, on (y) the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) holders thereof have been cured rescinded or waived and if the rescission would not conflict with any judgment acceleration, notice or decree of any court of competent jurisdiction. No action (as the case may be) giving rise to such rescission shall affect any subsequent Default or Event of Default or impair (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 right consequent theretosuch events.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h9) and or (i10) of Section 6.018.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, to the date of acceleration on the Securities then outstanding (if any, not then due and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h9) or (i10) of Section 6.01 8.1 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (h) and or (i) of Section 6.0111.01) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Contingent Interest and Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h) or (i) of Section 6.01 11.01 occurs, all unpaid principal of of, plus interest (including Contingent Interest and premiumAdditional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such default on, if any, on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest (including Contingent Interest or Additional Interest, if any) on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 12.06 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company as specified in clauses (h5) and (i6) of Section 6.016.01 above) relating to the Securities occurs and is continuing, then and the Trustee by notice in every such case the Trustee, by written notice writing to the Company, or the holders Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice in writing to the Company and the Trustee, may declare the unpaid principal of, premium, if any, (but in no event more than the maximum amount of principal and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes thereon allowed by law) to be due and payablepayable immediately. Upon any such declaration such principal amountand interest shall be payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs, premium, if any, the principal amount and accrued and unpaid interest and Liquidated Damages, if any, on the Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. At any time after such a declaration of Convertible Subordinated Notes. The holders acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes outstanding, by written notice to the Trustee Company and the Trustee, may rescind an acceleration of and annul such declaration as to the Convertible Subordinated Notes Securities and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) the principal of the Securities that has become due otherwise than by such declaration of acceleration (together with interest, if any, payable thereon); and (B) all sums paid by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents, attorneys and counsel; and (2) all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on relating to the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) Securities have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretodecree.

Acceleration. If an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Company occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Company specified in clauses (hCompany) shall have occurred and (i) be continuing under this Indenture and the Securities of Section 6.01) occurs and is continuingany Series, then and in every such case the Trustee, by written notice to the Company, or the holders Holders of at least not less than twenty-five percent (25% %) in aggregate principal amount of the Securities of such Series then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare all amounts owing under such Securities of such Series to be due and payable immediately. Upon such acceleration or declaration of acceleration, the unpaid aggregate principal of, premium(or, if anyany Securities of that Series are Discount Securities, such portion of the principal as may be specified in the terms of such Securities) of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be outstanding Securities of such Series shall immediately become due and payable. Upon ; provided, however, that after such acceleration or declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contraryof acceleration, but subject to before a judgment or decree based on acceleration or declaration of acceleration, the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the then such outstanding Convertible Subordinated Notes by notice to the Trustee Securities of such Series may rescind an and annul such acceleration or declaration of the Convertible Subordinated Notes and its consequences if all existing Events of Default acceleration: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree 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 on and any court Additional Amounts with respect to all outstanding Securities of competent jurisdictionthat Series and any related coupons has been paid, and all 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 has paid to the Trustee 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(5) or Section 6.01(6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any Series of Securities at the time outstanding (other than an Event of Default with respect to the Company specified in clauses Section 6.01(5) or (h) and (i) of Section 6.016)) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities of that Series by written notice to the Company Issuer (and to the TrusteeTrustee if such notice is given by the Holders), may declare the unpaid principal amount of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities of that Series to be due and payable. Upon such declaration a declaration, such principal amount, amounts (including premium, if any, then due and unpaid) shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs, the principal amount of, and accrued and unpaid interest on all the Securities of such Series shall ipso facto become and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities of any Series by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes that Series of Securities and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree decree, (ii) all existing Events of Default with respect to such Series of Securities have been cured or waived except nonpayment of the principal amount of, and accrued and unpaid interest on all Securities of that Series that has become due solely because of acceleration, and (iii) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all outstanding Securities of such Series; (B) the principal of (and premium, if any, on) and all other amounts due with respect to any court outstanding Securities of competent jurisdictionsuch Series which have become due otherwise than by such acceleration; and (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate specified in the Securities of such Series. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default with respect specified in clause (4) or (5) of Section 6.1 relating to the Company specified in clauses (hor the Parent or any of their respective Significant Subsidiaries,) and (i) of Section 6.01) occurs and is continuing, then and in every such case case, unless the Trusteeprincipal of all of the Notes shall have already become due and payable, by written notice to either the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal, determined as set forth below, and accrued and unpaid interest (and Liquidated Damages, if any) thereon to be due and payable immediately. If an Event of Default specified in clause (4) or (5) of Section 6.1 herein relating to the Company or the Parent or any of their respective Significant Subsidiaries occurs, all principal and accrued and unpaid interest (and Liquidated Damages, if any) thereon shall be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregate principal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes which have become due solely by reason of such acceleration have been cured or waived. (b) Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any Default or Event of Default, and except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (c) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (1) the unpaid principal of, premium, if any, and accrued and unpaid Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the Convertible Subordinated principal of (and premium, if any, applicable to) any Notes to be which would become due and payable. Upon other than by reason of such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate borne by the Notes; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and (2) all Events of Default, other than the non-payment of the principal amountof, premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.4 hereof. (d) Notwithstanding clause (c)(2) of this Section 6.2, no waiver shall become immediately due and payable, notwithstanding anything contained in this Indenture be effective against any Holder for any Event of Default or the Convertible Subordinated Notes to the contrary, but subject to the provisions event which with notice or lapse of Article XI hereof. If any time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the Company specified consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in clauses (h) or (i) writing, to waive such Event of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration Default or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdictionevent. No such rescission waiver shall affect cure or waive any subsequent Default or Event of Default default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 7.01 (6) or (7) with respect to the Company specified in clauses (h) and (i) of Section 6.01Corporation) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the CompanyCorporation, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice to the Company Corporation and the Trustee, may declare the unpaid principal ofof all the Securities then outstanding, premium, if any, and plus accrued and but unpaid interest and Liquidated Damagesto the date of acceleration, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration a declaration, such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately be due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in Section 7.01(6) or (7) with respect to the Company specified in clauses (h) or (i) of Section 6.01 Corporation occurs, all unpaid the principal of and premium, if any, and accrued and but unpaid interest on all the Securities shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an and annul any acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal, premium (if any) or accrued but unpaid interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in clause (4) of Section 7.01 above, such declaration of acceleration shall be automatically annulled if (a) the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration, notification or action, as applicable, in respect of such Indebtedness, (b) written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Corporation and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or Person or Persons entitled to take the action described in clause (4) within 30 days after such declaration of acceleration in respect of the Securities, and (c) no other Event of Default has occurred during such 30-day period which has not been cured or waived in accordance with the terms of this Indenture.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (hj) and or (ik) of Section 6.019.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal ofand accrued and unpaid interest, premiumContingent Interest, if any, and accrued and unpaid interest and Liquidated Damages, if any, to the date of acceleration on all the Convertible Subordinated 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 such declaration such If an Event of Default specified in clause (j) or (k) of Section 9.1 occurs, all unpaid principal amountof the Securities then outstanding and accrued and unpaid interest, premiumContingent Interest, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall ipso facto become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind rescind, on behalf of all Holders, an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of principal of or premiumthe principal, interest, Contingent Interest, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on overdue installments of interest, Contingent Interest, if any, and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 10.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an -------------------------- Event of Default with respect to the Company specified in clauses Section 6.01(5) or (h) and (i) of Section 6.016)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original Issue Discount through the date of declaration on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amountIssue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs and is continuing, premium, if any, and the Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original 38 Issue Discount on all the Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued interest on all the Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “Notice of Acceleration” and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. At any time after a declaration of Convertible Subordinated Notes. The holders acceleration with respect to the Securities as described above, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee Securities may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (b) if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of such acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, indemnities, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default a bankruptcy default with respect to the Company specified in clauses (h) and (i) of Section 6.01) Operating Partnership or the Company, occurs and is continuingcontinuing under the Indenture, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notesoutstanding, by written notice to the Company Operating Partnership and the TrusteeCompany (and to the Trustee if the notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be immediately due and payable. Upon a declaration of acceleration, such declaration such principal amountprincipal, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall will become immediately due and payable, notwithstanding anything contained in this Indenture or . In the Convertible Subordinated Notes to the contrary, but subject to the provisions event of Article XI hereof. If any a declaration of acceleration because an Event of Default set forth in clause (5) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the Event of Default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Operating Partnership, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If a bankruptcy default occurs with respect to the Company specified in clauses (h) Operating Partnership or (i) of Section 6.01 occursthe Company, all unpaid the principal of and of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall automatically become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. (b) The Holders of Convertible Subordinated Notes. The holders of at least a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Operating Partnership, the Company and to the Trustee may waive all past Defaults and rescind an and annul a declaration of acceleration of the Convertible Subordinated Notes and its consequences if if: (1) all existing Events of Default (Default, other than the nonpayment of the principal of or of, premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has that have become due solely by virtue the declaration of such acceleration) , have been cured or waived and if waived, and (2) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to specified in Section 7.01(6) or (7) as a result of a case or proceeding in which the Company specified in clauses (h) and (i) of Section 6.01is the subject debtor) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be and become due and payable and, upon any such declaration, the same shall be and become due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses (hSection 7.01(6) or (i7) as a result of Section 6.01 a case or proceeding in which the Company is the subject debtor occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Securityholder. Subject to Section 9.03, upon payment of Convertible Subordinated Notessuch principal amount and interest all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 8.07, shall terminate. The holders Holders of a majority at least 66-2/3% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (i) all existing Events of Default (Default, other than nonpayment the non-payment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and if 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 any a court of competent jurisdiction. No such rescission shall affect jurisdiction and (iv) all payments due to the Trustee and any subsequent Default or Event of Default or impair any right consequent theretopredecessor Trustee under Section 8.07 have been made.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 8.1 with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuer) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the CompanyIssuer, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company Issuer and the Trustee, may declare the all unpaid principal of, premiumplus accrued and unpaid interest (including Additional Interest), if any, to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (8) of Section 8.1 occurs with respect to the Issuer, all unpaid principal of the Securities then outstanding plus accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages(including Additional Interest), if any, shall ipso facto become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(g) or (h) with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuers) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, Issuers or the holders Holders of at least 2530% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice to the Company Issuers and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities to be due and payable. Upon such declaration a declaration, such principal amountand interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(g) or (h) with respect to the Company or Co-Issuer occurs, the principal of, premium, if any, and accrued interest on all the Securities shall ipso facto become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default, other than as a result of the acceleration of the Securities) 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 delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(a)(10) or (11) with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuer) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the CompanyIssuer in writing, or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Debentures by written notice in writing to the Company and the TrusteeIssuer, may declare the unpaid principal of, premium, if any, of and accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Debentures to be due and payable. Upon such declaration a declaration, such principal amount, premiumand interest shall be due and payable immediately. Notwithstanding the foregoing, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default specified in Section 6.01(a)(10) or (11) with respect to the Company specified in clauses (h) or (i) of Section 6.01 Issuer occurs, all unpaid the principal of and premium, if any, interest on all the Debentures shall ipso facto become and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Debentureholders. (b) At any time after a declaration of Convertible Subordinated Notes. The holders acceleration with respect to the Debentures as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee Debentures may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (ii) if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal 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. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h7) and or (i) 8) of Section 6.0110.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and of plus accrued and unpaid interest (including Contingent Interest and Liquidated DamagesAdditional Interest, if any, ) on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h7) or (i) 8) of Section 6.01 10.1 occurs, all unpaid principal of and premium, if any, and plus accrued and unpaid interest (including Contingent Interest and Liquidated DamagesAdditional Interest, if any, ) on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premiumplus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any, and interest and Liquidated Damages, if any, ) on the Convertible Subordinated Notes which Securities that has become due solely by virtue such declaration of such acceleration) , have been cured or waived and if (b) all payments due to the rescission would not conflict with Trustee and any judgment or decree of any court of competent jurisdictionpredecessor Trustee under Section 11.7 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 8.01(a)) occurs and is continuing with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuingCompany, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the Issue Price plus the accrued Original Issue Discount and accrued and unpaid principal of, premiumcash interest, if any, and accrued and unpaid Liquidated Damages, if any, through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid cash interest, if any, and such accrued and unpaid Liquidated Damages, if any, shall be due and payable immediately. If an Event of Default specified in Section 8.01(a)(6) or (7) occurs in respect of the Company and is continuing, the Issue Price plus accrued Original Issue Discount and accrued but unpaid cash interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or premiumwaived; (b) to the extent the payment of such interest is lawful, if any, and interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and Liquidated Damagesoverdue principal, if any, on the Convertible Subordinated Notes which has become due solely otherwise than by virtue such declaration of such acceleration, has been paid; (c) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.1 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders) may declare the principal of and accrued and unpaid interest on the Notes to be due and payable immediately, which notice shall specify the respective Events of Default and that it is a "Notice of Acceleration". Upon any such declaration, the entire principal amount of, and accrued and unpaid interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.1 with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of not less than a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Company and the Trustee may may, on behalf of the Holders of all of the Notes, rescind and cancel an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of the description above of 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. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 6.1(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 20 day period which has not been cured or waived during such period.

Acceleration. If an Event of Default (other than an Event ------------------------- of Default with respect to the Company specified in clauses Section 6.01(5) or (h) and (i) of Section 6.016)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of declaration, and any accrued and unpaid interest and Liquidated Damages, if any(including contingent interest) through the date of such declaration, on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if anyIssue Price plus accrued Original Issue Discount, and such accrued and unpaid interest and Liquidated Damages(including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs and is continuing, the Issue Price plus accrued Original Issue Discount on all the Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h5) and or (i6) of Section 6.018.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h5) or (i6) of Section 6.01 8.1 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission Anything herein contained to the contrary notwithstanding (other than the provisions of this sentence), in the event of any acceleration pursuant to this Section 8.2, the Company shall affect not be obligated to pay any subsequent Default or premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default occurring by reason of any willful action (or impair inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law, and except that any right consequent theretopremium payable in respect of any Securities which shall have been called for redemption shall be due and payable upon such acceleration.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Securities (other than an Event of Default specified in clauses clause (h) and or (i) of Section 6.016.01 with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice in writing to the Company Issuer (and to the Trustee, Trustee if given by the Holders) may declare the unpaid principal of, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, to the date of acceleration on all the Convertible Subordinated Notes outstanding Securities to be due and payable. Upon payable immediately and, upon any such declaration declaration, such principal amount, premium, if any, amount and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default . 6.01 with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, Issuer occurs all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding Securities shall ipso facto become automatically immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder thereof. After a declaration of Convertible Subordinated Notes. The holders acceleration, but before a judgment or decree for payment of the money due in respect of the Securities has been obtained by the Trustee, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Issuer and the Trustee may rescind an acceleration of the Convertible Subordinated Notes and annul such declaration and its consequences if (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of Default the trustee, its agents and counsel, (other than nonpayment of ii) all overdue interest on all Securities then outstanding, (iii) the principal of or and premium, if any, on any Securities then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities and Liquidated Damages, if any, on (iv) to the Convertible Subordinated Notes which has become due solely by virtue extent that payment of such accelerationinterest is lawful, interest upon overdue interest at the rate borne by the Securities; (b) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (c) all Events of Default, other than the non-declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate 49 principal amount of the then Notes at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and amount plus accrued and unpaid interest interest, Additional Amounts and Liquidated DamagesAdditional Interest, if any, on all the Convertible Subordinated Notes to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, accelerated amount shall become immediately be due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in Section 8.1(j) or Section 8.1(k) occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursand is continuing, all unpaid the principal of and premium, if any, and amount plus accrued and unpaid interest interest, Additional Amounts and Liquidated DamagesAdditional Interest, if any, on all the Convertible Subordinated Notes then outstanding shall become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes at the time outstanding, by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdictionjurisdiction and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest, Additional Amounts and Additional Interest, if any, that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 9.7 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h8), (9) and or (i11) of Section 6.017.01) occurs and is continuing, then and in every such case the Trustee, by written notice to upon receipt of a request made in accordance with Section 12.01, from the Company, or the holders Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesoutstanding, may, by written notice to the Company Issuer and the TrusteeGuarantors (and to the Trustee if given by the Holders), may declare the unpaid outstanding principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, amount as of the date of declaration on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if any, amount and such accrued and unpaid interest and Liquidated Damagesthereon, if any, shall be due and payable immediately. If an Event of Default specified in clause (8), (9) or (11) of Section 7.01 occurs and is continuing, the principal amount of the Securities shall automatically, become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holders of Convertible Subordinated NotesSecurities. The holders At any time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities, by written notice to the Trustee Issuer, the Guarantors and the Trustee, may rescind an acceleration of the Convertible Subordinated Notes and annul such declaration and its consequences if if: (1) the Issuer or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all existing overdue installments of interest on all outstanding Securities, (B) the principal of any outstanding Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided for in the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default (with respect to the Securities, other than the nonpayment of the principal of (or premium, if any, and specified portion thereof) or interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has have become due solely by virtue such declaration of such acceleration) , have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdictionas provided in Section 7.04. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent theretothereon. Notwithstanding anything herein to the contrary, to the extent elected by the Issuer, the sole remedy for an Event of Default relating to the failure by the Issuer to comply with the obligation set forth in Section 5.03(b), will for the first 90 days after the occurrence of such an Event of Default, consist exclusively of the right for Holders to receive additional interest on the Securities equal to 0.25% per annum of the principal amount of the Securities. If the Issuer so elects, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. The additional interest will accrue on all outstanding Securities from and including the date on which such Event of Default first occurs to but not including the 90th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 90th day after such Event of Default (if the Event of Default relating to such obligation is not cured or waived prior to such 90th day), the Securities will be subject to acceleration as provided above. The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any other Event of Default. In the event the Issuer does not elect to pay the additional interest upon such Event of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided above. In order to elect to pay the additional interest as the sole remedy during the first 90 days after the occurrence of an Event of Default relating to the failure by the Issuer to comply with the obligation set forth in Section 5.03(b) in accordance with the immediately preceding paragraph, the Issuer must notify all Holders, the Trustee and the Paying Agent of such election. Upon the Issuer’s failure to give timely such notice or pay the additional interest specified in the immediately preceding paragraph, the Securities will be subject immediately to acceleration as provided above.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(viii) or (ix) with respect to the Company (but including an Event of Default specified in clauses Section 6.01(viii) or (hix) and (i) solely with respect to a Significant Subsidiary of Section 6.01the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any premium and accrued and unpaid interest (including any additional interest) on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(viii) or (ix) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, the principal of, and premium, if any, and accrued and unpaid interest and Liquidated Damages(including any additional interest) on, if any, on all the Convertible Subordinated Notes to Securities shall ipso facto become and be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind or annul an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationA) have been cured or waived and if the rescission would not conflict with any judgment order or decree decree, (B) all existing Events of any court Default, except the nonpayment of competent jurisdiction. No such rescission shall affect any subsequent Default principal, premium or Event interest (including additional interest) that has become due solely because of Default the acceleration, have been cured or impair any right consequent theretowaived and (C) all amounts due to the Trustee under Section 7.07 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (vii) above with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesSecurities may, by written notice to the Company notice, and the TrusteeTrustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, may declare the unpaid principal of, premium, amount plus accrued interest (if any, and accrued and unpaid interest and Liquidated Damages, if any, ) on all Securities on the Convertible Subordinated Notes date of such declaration to be due and payablepayable immediately (the "Default Amount"). Upon such declaration such principal amountdeclaration, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, the Default Amount shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in clause (vii) above with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursoccurs and is continuing, all unpaid principal of then the Default Amount shall ipso facto become and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder. After a declaration of Convertible Subordinated Notesacceleration, the Holders of a majority in aggregate principal amount of outstanding Securities may, by notice to the Trustee, rescind such declaration of acceleration if all existing Events of Default have been cured or waived, other than nonpayment of the Default Amount that has become due solely as a result of such acceleration and if the rescission of acceleration would not conflict with any judgment or decree by a court of competent jurisdiction. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice Securities also have the right to waive past defaults hereunder except a default in the Trustee may rescind an acceleration payment of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or of, premium, if any, and or interest and Liquidated Damageson any Security, if any, on or in respect of a covenant or a provision which cannot be modified or amended without the Convertible Subordinated Notes which has become due solely by virtue consent of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretoall Holders.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h7) and or (i) 8) of Section 6.018.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumand interest (including Additional Interest, if any, ) to the date of acceleration on the Securities then outstanding (if not then due and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h7) or (i) 8) of Section 6.01 8.1 occurs, all unpaid principal of and premiuminterest (including Additional Interest, if any, and accrued and unpaid interest and Liquidated Damages, if any, on ) of the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premiumand interest (including Additional Interest, if any, and interest and Liquidated Damages, if any, on ) of the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest at a rate of 3% per annum on overdue installments of interest (including Additional Interest, if any) and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If Subject to Section 10.03, if an Event of Default (other than an Event of Default with respect to the Company specified in clauses Section 6.01(6) or (h) and (i) of Section 6.017)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, Company or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of such declaration, and any accrued and unpaid contingent interest and Liquidated Damages, if anythrough the date of such declaration, on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if anyIssue Price plus Accrued Original Issue Discount, and such accrued and unpaid interest and Liquidated Damages(including contingent interest), if any, shall be due and payable immediately. Subject to Section 10.03, if an Event of Default specified in Section 6.01(6) or (7) occurs and is continuing, the Issue Price plus Accrued Original Issue Discount, and any accrued and unpaid contingent interest, on all the Securities to the occurrence of such Event of Default shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus Accrued Original Issue Discount and any court accrued and unpaid contingent interest that has become due solely as a result of competent jurisdictionacceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses Section 6.01(5) or (h) and (i) of Section 6.016)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original Issue Discount through the date of declaration on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amountIssue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs and is continuing, premium, if any, and the Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original Issue Discount on all the Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuer) occurs and is continuingcontinuing under this Indenture, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then total outstanding Convertible Subordinated Notes, Securities by written notice to the Company and Issuer (with a copy to the Trustee, Trustee if from the Holders) may declare the principal, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Issuer occurs, the principal of, premium, if any, and accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall Securities will ipso facto become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, immediately without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by written notice to the Trustee (with a copy to the Issuer, provided that any rescission under this Section 6.02 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of all of the Holders rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event decree; (2) if all existing Events of Default have been cured, waived, annulled or impair any right consequent theretorescinded 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

Acceleration. If an Event of Default (other than an Event of Default with respect relating to the Company and specified in clauses (hvii) and or (iviii) of Section 6.016.1(a)) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesSecurities may, by written notice to the Company (and to the Trustee, may if given by the Holders), and the Trustee shall upon the request of Holders of not less than 25% in aggregate principal amount of the outstanding Securities, by written notice to the Company, declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon such declaration such principal amount, premium, if anypayable immediately, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect relating to the Company and specified in clauses (hvii) or (iviii) of Section 6.01 occurs6.1 (a) occurs and is continuing, all the unpaid principal of and premiumof, if any, premium and accrued and unpaid interest on all the Securities shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders of Holders of, in the aggregate, at least a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than except the nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which Securities that has become due solely by virtue as a result of such accelerationthe acceleration of the Securities) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdictiondecree. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h7) and or (i) 8) of Section 6.016.01(a)) occurs and is continuingcontinuing under this Indenture, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then total outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, Notes may declare the unpaid principal ofprincipal, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, any other monetary obligations on all the Convertible Subordinated then outstanding Notes to be due and payablepayable immediately. Upon the effectiveness of such declaration declaration, such principal, premium and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (7) or (8) of Section 6.01(a), all outstanding Notes shall be due and payable immediately without further action or notice. If the Notes are accelerated or otherwise become due prior to the stated maturity, in each case, as a result of an Event of Default, the amount of principal amount, premium, if anyof, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately on the Notes that becomes due and payable, notwithstanding anything contained in this Indenture or payable shall equal 100% of the Convertible Subordinated outstanding principal amount of the Notes to on the contrary, but subject to the provisions date of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and such acceleration plus accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notesinterest. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event and if all existing Events of Default (except nonpayment of principal, interest, if any, or impair any right consequent theretopremium that has become due solely because of the acceleration) have been cured or waived, and the Issuer has paid or 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (ix) or (x) of Section 6.01(a) with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuers or any Subsidiary Guarantor) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least not less than 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice to the Company Issuers (and to the TrusteeTrustee if given by the Holders), may declare (a "Declaration of Acceleration") the unpaid principal amount of, premium, if any, and any accrued and unpaid interest and Liquidated Damageson, if any, on all the Convertible Subordinated Notes Securities to be due and payablepayable (the "Default Amount"). Upon any such declaration such principal amountDeclaration of Acceleration the Default Amount shall be due and payable immediately. If an Event of Default specified in clause (ix) or (x) of Section 6.01(a) occurs with respect to an Issuer or any of the Subsidiary Guarantors, premium, if any, the Default Amount shall IPSO FACTO become and accrued and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration Declaration of Acceleration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholder. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by written notice to the Trustee and to the Issuers may rescind an acceleration any Declaration of the Convertible Subordinated Notes and its consequences Acceleration if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event and (ii) if all Events of Default then continuing (other than any Events of Default with respect to the nonpayment of principal of or impair interest on any right consequent theretoSecurity which has become due solely as a result of such Declaration of Acceleration) have been and (iii) all amounts due to the Trustee under Section 7.07 have been paid, and may waive any Default other than a Default with respect to a covenant or provision that cannot be modified or amended without the consent of each Securityholder pursuant to Section 9.02 hereof.

Acceleration. If an Event of Default (other than an Event of Default as specified in Section 6.01(g) or 6.01(h) with respect to Alderwoods or any Significant Subsidiary) occurs and is continuing with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuingSubordinated Notes, then and in every such case the Trustee, by written notice to the CompanyAlderwoods, or the holders Holders of at least 25% in aggregate principal amount of the Subordinated Notes then outstanding Convertible Subordinated Notesoutstanding, by written notice to the Company Trustee and the TrusteeAlderwoods, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all of the Convertible Subordinated Notes to be due and payable immediately, upon which declaration, all amounts payable in respect of the Subordinated Notes shall be immediately due and payable. Upon such declaration such If an Event of Default specified in Section 6.01(g) or 6.01(h) occurs with respect to Alderwoods or any Significant Subsidiary and is continuing, then the principal amountof, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all of the Convertible Subordinated Notes then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder of Convertible Subordinated Notes. The holders After a declaration of acceleration hereunder with respect to the Subordinated Notes, 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 the then outstanding Convertible Subordinated Notes Notes, by written notice to Alderwoods and the Trustee, may 38 rescind such declaration if: (a) Alderwoods has paid or deposited with the Trustee may rescind an acceleration a sum sufficient to pay (i) all amounts due the Trustee under Section 7.08 and the reasonable compensation, expenses, disbursements and advances of the Convertible Trustee, its agents and counsel, (ii) all overdue interest on all Subordinated Notes and its consequences if all existing Events of Default Notes, (other than nonpayment of iii) the principal of or and premium, if any, on any Subordinated Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Subordinated Notes, and Liquidated Damages(iv) to the extent that payment of such interest is lawful, if any, on the Convertible Subordinated Notes which interest upon overdue interest and overdue principal that has become due solely otherwise than by virtue such declaration of such accelerationacceleration at the rate borne by the Subordinated Notes; (b) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Subordinated Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (hclause 7.01(a)(iv) and (i) of Section 6.01or 7.01(a)(v)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon such declaration such declaration, the principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or payable immediately (but the Convertible Subordinated Notes to rights of the contrary, but holders thereof shall be subject to the provisions terms of Article XI Four hereof). If any an Event of Default with respect to the Company specified in clauses (hclause 7.01(a)(iv) or (i7.01(a)(v) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Securityholder (but payment thereof shall be subject to the terms of Convertible Subordinated NotesArticle Four hereof). Upon payment of such principal and interest, all of the Company's obligations under such Securities and this Indenture, other than its obligations under Section 8.07, shall terminate. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes with respect to such Security and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes such Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived, (b) to the extent the payment of such interest is lawful, interest on overdue principal and if interest, which has become due otherwise than by such declaration of acceleration, has been paid, (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction, and (d) all payments due to the Trustee and any predecessor Trustee under Section 8.07 have been made. No such rescission Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 7.02, the Company shall affect not be obligated to pay any subsequent Default or Event premium which it would have had to pay if it had then elected to redeem the Securities pursuant to the terms of Default or impair any right consequent theretothe Securities.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company specified in clauses (hCompany) and (i) of Section 6.01) occurs has occurred and is continuing, then and in every such case either the Trustee, by written notice to the Company, or the holders Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesoutstanding, by written notice to the Company and the Trustee, may declare one hundred percent (100%) of the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damageson, if any, on all the Convertible Subordinated Notes Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payablepayable immediately. Upon such declaration such If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs with respect to the Company (and not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of the principal amount, premium, if anyof, and accrued and unpaid interest on, all the Securities shall ipso facto become and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind or annul an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction. No , (ii) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission shall affect or annulment) and (iii) all amounts due to the Trustee under Section 7.06 have been paid. Upon any subsequent Default such rescission or Event annulment, the Events of Default or impair any right consequent theretothat were the subject of such acceleration shall cease to exist and deemed to have been cured for every purpose.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the then Notes at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on on, all the Convertible Subordinated Notes to be immediately due and payable. Upon such declaration a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 8.1(j) or Section 8.1(k) occurs with respect to the Company and is continuing, the principal amount, premium, if anyof, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on, all the Notes shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal of, premium, if any, or any court accrued and unpaid interest and Additional Interest, if any, that have become due solely as a result of competent jurisdictionacceleration and if all amounts due to the Trustee under Section 9.7 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses Section 8.1(5) or (h) and (i) of Section 6.016)) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses (hSection 8.1(5) or (i6) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (i) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities; (b) the principal of any Security which has become due otherwise then by such declaration of acceleration, and if (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had

Acceleration. If an Event of Default (other than an Event of Default specified in clause (9) or (10) of Section 7.01(a)) occurs and is continuing with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuingCompany, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 2525.00% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the principal amount and accrued and unpaid principal of, premiuminterest, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, through the date of declaration on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amountamount and such accrued and unpaid interest, premiumif any, and such accrued and unpaid Additional Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 7.01(a)(9) or (10) occurs in respect of the Company and is continuing, the principal amount and accrued but unpaid interest, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on all the Convertible Subordinated Notes then outstanding Securities shall become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holders of Convertible Subordinated NotesSecurities. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or premiumwaived; (b) to the extent the payment of such interest is lawful, if any, and interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and Liquidated Damagesoverdue principal, if any, on the Convertible Subordinated Notes which has become due solely otherwise than by virtue such declaration of such acceleration, has been paid; (c) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 8.07 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. Notwithstanding the acceleration provision above, to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations with respect to SEC filings that are described above under Section 5.02(a), and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act, will for the first 120 days after the occurrence of such an Event of Default consist exclusively of the right to receive special interest (“Special Interest”) on the Securities at an annual rate equal to 1.0% of the outstanding principal amount of the Securities. This Special Interest will be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which the Special Interest began to accrue on any Securities. The Special Interest will accrue on all outstanding Securities from and including the date on which an Event of Default relating to any failure to comply with the provisions of Section 5.02 shall first occur to but not including the 121st day after the occurrence of such Event of Default (or earlier, if the Event of Default relating any failure to comply with the provisions of Section 5.02 is cured or waived prior to such 121st day). On such 121st day (or earlier, if the Event of Default relating any failure to comply with the provisions of Section 5.02 is cured or waived prior to such 121st day), such Special Interest will cease to accrue and, if the Event of Default relating to any failure to comply with Section 6.02 shall not have been cured or waived prior to such 121st day, the Securities will be subject to acceleration as provided in this Section 7.02. The provisions of this paragraph shall not affect the rights of Holders in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay Special Interest upon an Event of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided in this Section 7.02. If the Company shall elect to pay Special Interest in connection with an Event of Default relating to its failure to comply with the requirements of Section 5.02 hereof, (1) the Company shall notify all Holders and the Trustee and Paying Agent of such election in writing on or before the close of business on the date on which such Event of Default shall first occur, and (2) all references herein to interest accrued or payable as of any date shall include any Special Interest accrued or payable as of such date as provided in this Section 7.02. Notwithstanding the preceding paragraph, if an event of default occurs where such default exceeds $5 million under any other series of the Company’s debt securities issued subsequent to the issuance of the Securities resulting from the Company’s failure to file any such documents or reports and such event of default is not subject to extension on terms similar to the above and results in the principal amount of such debt securities becoming due and payable, then the extension right as described in the preceding paragraph will no longer apply and the Securities will be subject to acceleration as provided above.

Acceleration. If an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Issuer occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Company specified in clauses (hIssuer) shall have occurred and (i) be continuing under this Indenture and the Securities of Section 6.01) occurs and is continuingany Series, then and in every such case the Trustee, by written notice to the CompanyIssuer, or the holders Holders of at least twenty-five percent (25% %) in aggregate principal amount of the Securities of such Series then outstanding Convertible Subordinated Notes, by written notice to the Company Issuer and the Trustee, may declare all amounts owing under such Securities of such Series to be due and payable immediately. Upon such acceleration or declaration of acceleration, the unpaid aggregate principal of, premium(or, if anyany Securities of that Series are Discount Securities, such portion of the principal as may be specified in the terms of such Securities) of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be outstanding Securities of such Series shall immediately become due and payable. Upon ; provided, however, that after such acceleration or declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contraryof acceleration, but subject to before a judgment or decree based on acceleration or declaration of acceleration, the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the then such outstanding Convertible Subordinated Notes by notice to the Trustee Securities of such Series may rescind an and annul such acceleration or declaration of the Convertible Subordinated Notes and its consequences if all existing Events of Default acceleration: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree 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 on and any court Additional Amounts with respect to all outstanding Securities of competent jurisdictionthat Series and any related coupons has been paid, and all and overdue principal (and premium, if any), which has become due (otherwise than by such declaration of acceleration), has been paid; (4) if the Issuer has paid to the Trustee 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(5) or Section 6.01(6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an ------------ Event of Default with respect to the Company specified in clauses Section 6.1(5) or (h) and (i) of Section 6.016) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original Issue Discount through the date of declaration on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amountIssue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.1(5) or (6) occurs and is continuing, premium, if any, and the Issue Price plus accrued and unpaid interest and Liquidated Damages, if any, Original Issue Discount on all the Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, Issuers (with a copy to the Collateral Agent) or the holders of at least 25more than 30% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Notes by written notice to the Company Issuers, with a copy to the Trustee and the TrusteeCollateral Agent, may declare the unpaid principal of, premium, if any, and accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration a declaration, such principal amountand interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall on all the Notes will become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee Trustee, the Collateral Agent or any holder holders. In the event of Convertible Subordinated Notes. The 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, the Collateral Agent or the holders of a majority the Notes, if within 20 days after such Event of Default arose the Issuers deliver an Officer’s Certificate to the Trustee and the Collateral Agent stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in aggregate no event shall an acceleration of the principal amount of the then outstanding Convertible Subordinated Notes by notice to as described above be annulled, waived or rescinded upon the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree happening of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretoevents.

Acceleration. (a) If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h) and 8) or (i9) of Section 6.016.1) occurs shall occur and is continuingbe continuing under this Indenture, then and in every such case either the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes, by written notice to the Company Issuer and the Trustee, may declare (an “acceleration declaration”) the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all outstanding amounts owing under the Convertible Subordinated Notes to be due and payable; provided, however, an acceleration declaration may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such acceleration declaration. Upon such declaration such acceleration declaration, the aggregate principal amount, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Convertible Subordinated outstanding Notes then outstanding shall become automatically due and payable subject immediately. (b) At any time after such acceleration pursuant to this Section 6.2, the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an and annul such acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default if: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (2) all existing Events of Default have been cured or waived other than nonpayment of accelerated principal and interest. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by applicable law. (c) Any notice of Default, acceleration declaration or instruction to the Trustee to provide a notice of Default, acceleration declaration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than any Holder that is a Regulated Bank, an Initial Purchaser or its Affiliate (in each case, as evidenced by delivery of an Officer’s Certificate to the Trustee from such Initial Purchaser or Affiliate certifying as to its status as an Initial Purchaser or Affiliate thereof)) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed at the time of providing a Noteholder Direction to covenant to 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 Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC, shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to the 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 that the Issuer has instituted litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default 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 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 until such time as the Issuer provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied; provided that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by an Officer’s Certificate delivered to the Trustee) 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, with the effect that such 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; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with the foregoing clauses. In addition, for the avoidance of doubt, the foregoing two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant, Officer’s Certificate or other document delivered to it pursuant to the foregoing three paragraphs, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this Section 6.2(b). Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Other than in connection with actions resulting from the gross negligence, bad faith or willful misconduct of the Trustee, the Issuer waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.2(b). In connection with the requisite percentages required under this Indenture to exercise remedies, the Trustee shall be entitled to treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer agrees that any and all other actions that the Trustee takes or omits to take in connection with this Section 6.2(b) and all fees, costs and expenses of the Trustee and its agents and counsel arising as a result of, or in connection with, the application of the foregoing provisions shall be covered by the Trustee related expense and indemnity provisions.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (he)(i) and (if)(i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal Principal amount of the then outstanding Convertible Subordinated NotesSecurities, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, Principal of and any accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities to be due and payablepayable immediately. Upon such declaration such principal amount, premium, if any, the Principal and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately be due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default with respect to the Company specified in clauses clause (he)(i) or (if)(i) of Section 6.01 occurs, all unpaid principal of such an amount shall IPSO FACTO become and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority more than 50% in aggregate principal Principal amount of the then outstanding Convertible Subordinated Notes Securities by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event and if all existing Events of Default (except nonpayment of Principal or impair interest that has become due solely because of the acceleration) have been cured or waived. If, at any right consequent theretotime after the Principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered, the Company shall pay or deposit with the Trustee a sum sufficient to pay all monies then due with respect to the Securities (other than amounts due solely because of such declaration) and cure all other Events of Default under the Securities, then the holders of more than 50% in aggregate outstanding Principal amount of the Securities may waive all defaults and rescind and annul such declaration and its consequences.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (he) and (if) of Section 6.016 .1) occurs and is continuing, then and in every such case the Trustee, Trustee (by written notice to the Company), or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes, (by written notice to the Company and the Trustee), may declare the unpaid principal of, premium, if any, Principal of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes then outstanding to be due and payable. Upon any such declaration declaration, such principal amount, premium, if any, Principal and accrued interest shall be due and unpaid interest payable immediately. If an Event of Default specified in clause (e) or (f) of Section 6.1 occurs, such an amount shall IPSO FACTO become and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events of Default overdue interest on all Notes then outstanding and (other than nonpayment of principal of ii) the Principal or premiumrepurchase price, if any, and interest and Liquidated Damages, if any, on of the Convertible Subordinated Notes then outstanding which has have become due solely otherwise than by virtue such declaration of such accelerationacceleration and accrued interest thereon at a rate borne by the Notes and (b) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionPrincipal or interest that has become due solely because of the acceleration. No such rescission decision shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to of the Company specified type described in clauses (hSection 6.01(7) and (i8)) of Section 6.01) occurs shall have occurred and is be continuing, then and in every such case the Trustee, by written notice to the Company, Trustee may or the holders of at least Holders as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes, by written notice may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the Company date of acceleration and the same (1) shall become immediately due and payable, or (2) if there are any amounts outstanding under the CMI Credit Facility, will become immediately due and payable upon the first to occur of an acceleration under the CMI Credit Facility or five business days after receipt by the Issuer and the representative under the CMI Credit Facility of a notice of acceleration; provided, however, that after any such acceleration but before a judgment or decree based upon such acceleration is obtained by the Trustee, may declare the unpaid Holders of a majority in aggregate principal ofamount 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. 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 clause (7) or (8) of Section 6.01 shall occur, the principal, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on with respect to all of the Convertible Subordinated Notes to shall be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become payable immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount the Holders of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretoNotes.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified described in clauses clause (h) and (i7) of Section 6.016.1) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the CompanyIssuer, or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Notes by written notice to the Company Issuer and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such If an Event of Default described in clause (7) of Section 6.1 occurs and is continuing, the principal amountof, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all the Convertible Subordinated Notes then outstanding shall will become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice 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 Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the 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 extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction. No ) shall be automatically rescinded if (i) the Indebtedness that is the subject of such rescission shall affect any subsequent Default or Event of Default has been repaid or impair (ii) if the default relating to such Indebtedness is waived by the Holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, in each case within 20 days after the declaration of acceleration with respect thereto, and (iii) any right consequent theretoother 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.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Securities (other than an Event of Default specified in clauses clause (h) and or (i) of Section 6.016.01 with respect to the Company) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice in writing to the Company (and to the Trustee, Trustee if given by the Holders) may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest and Liquidated Damages, if any, to the date of acceleration on all the Convertible Subordinated Notes outstanding Securities to be due and payable. Upon payable immediately and, upon any such declaration declaration, such principal amount, amount (and premium, if any, ) and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payableinterest, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes Securities to the contrary, but subject to the provisions of Article XI hereofshall become immediately due and payable. If any an Event of Default with respect to the Company specified in clauses clause (h) or (i) of Section 6.01 with respect to the Company occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then all outstanding Securities shall IPSO FACTO become automatically immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Any such declaration with respect to the Securities may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than the nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any court of competent jurisdictiondecree. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h5) and or (i6) of Section 6.017.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes payable) to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h5) or (i6) of Section 6.01 7.1 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of a Trust Officer of the Trustee or any holder of Convertible Subordinated NotesSecurityholder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to a Trust Officer of the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest on overdue installments of interest and if overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 8.7 have been made. No such rescission Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 7.2, the Company shall affect not be obligated to pay any subsequent Default or premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default occurring by reason of any willful action (or impair any right consequent theretoinaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Notes (other than an Event of Default specified in clauses clause (h5) of the first paragraph of Section 6.01 with respect to the Company) shall occur and be continuing, the Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 30% in aggregate principal amount of outstanding Notes 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 due and payable by notice in writing to the Company and (iif the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01) 6.01 with respect to the Company occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders At any time after any such acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Trustee and the Company may rescind an and cancel any such acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes shall be 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 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 a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the 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 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 such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (g) or (h) and (i) of Section 6.017.01) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (g) or (h) or (i) of Section 6.01 7.01 occurs, all unpaid principal of and premiumof, plus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such default on, if any, on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 8.06 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Notes (other than an Event of Default specified in clauses clause (h5) of the first paragraph of Section 6.01 with respect to the Company) shall occur and be continuing, the Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 30% in aggregate principal amount of outstanding Notes 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 due and payable by notice in writing to the Company and (iif the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01) 6.01 with respect to the Company occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders At any time after any such acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Trustee and the Company may rescind an and cancel any such acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes shall be 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 which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than the greater of $450.0 million and 1.0% of Total Assets, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the 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 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 such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an ------------ Event of Default specified in clause (viii) or (ix) of Section 6.01 with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Securities then and in every such case the Trusteeoutstanding, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice Issuer (and to the Company and the Trustee, if given by the Holders), may declare due and payable all of the unpaid principal of, premium, and premium (if any) of the Securities plus any accrued interest to the date of payment. Upon a declaration of acceleration, such principal, premium (if any) and accrued and unpaid interest and Liquidated Damagesto the date of such acceleration, if any, on all the Convertible Subordinated Notes to be shall immediately become due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default specified in clause (viii) or (ix) of Section 6.01 with respect to the Company specified in clauses (h) or (i) of Section 6.01 Issuer occurs, all unpaid of the principal of and premium, premium (if any, and ) of the Securities plus any accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate of the outstanding principal amount of the then outstanding Convertible Subordinated Notes Securities by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (i) all existing Events of Default (Default, other than the nonpayment of principal of or premiumof, premium (if any) or interest on, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has have become due solely by virtue because of such the acceleration) , have been cured or waived waived, (ii) all sums paid or advanced by the Trustee hereunder and if the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel are duly reimbursed to the Trustee and (iii) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default under Section 6.01 hereof (other than an Event of Default specified in Section 6.01(7) with respect to the Company specified in clauses (han Issuer) shall occur and (i) of Section 6.01) occurs and is be continuing, then and in every such case the Trustee, by Trustee acting at the written notice to direction of the Company, or the holders Holders of at least 25% in aggregate principal amount of the then total outstanding Convertible Subordinated Notes, by written notice to Securities of the Company and the Trustee, affected series may declare the unpaid principal of, premium, if any, of the Securities and any accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable. Upon such declaration such of acceleration, the aggregate principal amount, premium, if anyamount of, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained payable in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, cash without any declaration or other act on the part of the Trustee or any holder Holder of Convertible Subordinated Notesthe Securities. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Securities 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 Securities, have been cured or waived as provided in this Indenture. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind an acceleration on behalf of the Convertible Subordinated Notes Holders of all of the Securities waive any existing Default or Event of Default and its consequences if all existing Events of Default under this Indenture and its consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its 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(7) hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an Event of Default specified in Section 6.01(7) hereof with respect to an Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Securities. No Holder of any Security will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the then outstanding Securities shall have made written request, and offered reasonable indemnity satisfactory to the Trustee, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Security for enforcement of payment of the principal of (and premium, if any) or interest on such Security on or after the respective due dates expressed in such Security.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company specified in clauses (h) and (i) of Section 6.01Issuer) occurs and is continuing, then and in every such case continuing the Trustee, Trustee by written notice to the CompanyIssuer, or the holders Holders of at least 2530% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice to the Company Issuer and the Trustee, may may, and the Trustee at the request of such Holders in accordance with this Indenture shall, declare all amounts owing under the Securities to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid principal ofinterest on the outstanding Securities shall immediately become due and payable. If an Event of Default specified in Section 6.01(6) or (7) with respect to the Issuer occurs, all outstanding Securities shall become due and payable without any further action or notice. In the event of a declaration of acceleration of the Securities because an Event of Default specified in Section 6.01(4) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the default triggering such Event of Default pursuant to Section 6.01(4) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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, if any, or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. The Holders of a majority in principal amount of the outstanding Securities may waive all past or existing defaults (except with respect to nonpayment of principal, premium or interest) and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon rescind any such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default acceleration with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of 1) such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction. No jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal, premium, if any, and interest on the Securities that have become due solely by such rescission shall affect any subsequent Default declaration of acceleration, have been cured or Event of Default or impair any right consequent theretowaived.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (hf) and or (ig) of Section 6.017.01 hereof) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses (hf) or (ig) of Section 6.01 7.01 hereof occurs, all unpaid principal of and premiumof, plus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such default on, if any, on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest (including Additional Interest, if any) on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court predecessor Trustee under Section 6.7 of competent jurisdictionthe Base Indenture have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The provisions of Sections 7.01 and 7.02 of this First Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 5.1 and 5.2 of the Base Indenture for purposes of the Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (7) or (8) of Section 7.01(a) hereof) occurs and is continuing with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuingCompany, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the principal amount and accrued and unpaid principal of, premiuminterest, if any, through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest interest, if any, shall be due and Liquidated Damagespayable immediately. If an Event of Default specified in Section 7.01(a)(7) or (8) hereof occurs in respect of the Company and is continuing, the principal amount and accrued but unpaid interest, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, Securities shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holders of Convertible Subordinated NotesSecurities. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default (Default, other than the nonpayment of the principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has have become due solely by virtue such declaration of such acceleration) , have been cured or waived and if waived; (b) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (c) all payments due to the Trustee and any predecessor Trustee under Section 607 of the Base Indenture have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If Subject to Section 10.03, if an Event of Default (other than an Event of Default with respect to the Company specified in clauses Section 6.01(6) or (h) and (i) of Section 6.017)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice Notice to the Company, Company or the holders Holders of at least 25% in aggregate principal amount Principal Amount of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if anyIssue Price through the date of such declaration, and any accrued and unpaid contingent interest and Liquidated Damages, if anythrough the date of such declaration, on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if anyIssue Price, and such accrued and unpaid interest and Liquidated Damages(including contingent interest), if any, shall be due and payable immediately. Subject to Section 10.03, if an Event of Default specified in Section 6.01(6) or (7) occurs and is continuing, the Issue Price, and any accrued and unpaid contingent interest, on all the Securities to the occurrence of such Event of Default shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and any court accrued and unpaid contingent interest that has become due solely as a result of competent jurisdictionacceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, of and accrued and but unpaid interest and Liquidated DamagesAdditional Interest, if any, on all the Convertible Subordinated Notes Securities to be due and payable. Upon such declaration a declaration, such principal amountprincipal, premium, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, shall become immediately be due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in Section 6.01(7) or (8) with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid the principal of and premium, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on all the Convertible Subordinated Notes then outstanding Securities shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities by notice to the Trustee and the Company may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionprincipal, interest or Additional Interest, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. (b) Notwithstanding the foregoing, if an Event of Default under Section 6.01(6) has occurred and is continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(6) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium, interest or Additional Interest, if any, on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 8.1(i) or Section 8.1(j) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(i) or Section 8.1(j) with respect to one or more Designated Subsidiaries), then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and amount plus accrued and unpaid interest and Liquidated Damages(inclusive of Additional Interest, if any, ) on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon such declaration a declaration, such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, accelerated amount shall become immediately be due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in Section 8.1(i) or Section 8.1(j) occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursand is continuing, all unpaid the principal of and premium, if any, and amount plus accrued and unpaid interest and Liquidated Damages(inclusive of Additional Interest, if any, ) on all the Convertible Subordinated Notes then outstanding Securities shall become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe principal amount plus accrued and unpaid interest (inclusive of Additional Interest, if any) that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 9.7 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Securities (other than an Event of Default specified in clauses clause (h) and or (i) of Section 6.016.01 with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Securities by written notice in writing to the Company Issuer (and to the Trustee, Trustee if given by the Holders) may declare the unpaid principal of, premium, if any, Accreted Value of and accrued and unpaid interest and Liquidated Damages, if any, to the date of acceleration on all the Convertible Subordinated Notes outstanding Securities to be due and payable. Upon payable immediately and, upon any such declaration declaration, such principal amount, premium, if any, Accreted Value and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h) or (i) of Section 6.01 with respect to the Issuer occurs, the Accreted Value of all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding Securities shall ipso facto become automatically immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holder thereof. After a declaration of Convertible Subordinated Notes. The holders acceleration, but before a judgment or decree for payment of the money due in respect of the Securities has been obtained by the Trustee, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Issuer and the Trustee may rescind an acceleration of the Convertible Subordinated Notes and annul such declaration and its consequences if (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of Default the trustee, its agents and counsel, (other than nonpayment ii) all overdue interest on all Securities then outstanding, (iii) the Accreted Value of principal of or and premium, if any, on any Securities then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities and Liquidated Damages, if any, on (iv) to the Convertible Subordinated Notes which has become due solely by virtue extent that payment of such accelerationinterest is lawful, interest upon overdue interest at the rate borne by the Securities; (b) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; and (c) all Events of Default, other than the non-declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses Section 6.01(4) or (h) and (i) of Section 6.015)) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and amount including any accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be Securities due and payable. Upon such declaration such principal amount, premium, if any, payable upon the earlier to occur of (x) the fifth (5th) day after notice thereof has been give to holders of Designated Senior Indebtedness and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or (y) the Convertible Subordinated Notes to date on which all of the contrary, but subject to the provisions of Article XI hereofDesignated Senior Indebtedness has been accelerated. If any an Event of Default with respect to the Company specified in clauses (hunder clause Section 6.01(4) or (i5) of Section 6.01 occurs, the principal amount of all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall Securities will automatically become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The Company shall promptly notify holders of Designated Senior Indebtedness if payment of the Securities is accelerated because of an Event of Default. After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by written notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (i) all existing Events of Default (other than the nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes Securities which has become due solely by virtue of such acceleration) have been cured or waived and if waived, (ii) the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission and (iii) the Company shall affect any subsequent Default or Event of Default or impair any right consequent theretohave paid all amounts due pursuant to Section 7.07.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company Notes (other than an Event of Default specified in clauses (hSection 6.01(a)(5) with respect to any Issuer) shall occur and be continuing, the Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 30% in aggregate principal amount of outstanding Notes may declare the principal of and accrued and unpaid interest on all the outstanding Notes to be due and payable by notice in writing to the Issuers and (iif the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.016.01(a)(5) with respect to any Issuer occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premium, if any, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders At any time after any such acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by written notice to the Trustee and the Issuers may rescind an and cancel any such acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationi) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of acceleration of the Notes because an Event of Default specified in Section 6.01(a)(4) has occurred and is continuing, the acceleration of the Notes shall be 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 any of the Issuers, any Guarantor or any Significant Subsidiary of the Parent Guarantor as to which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than the greater of $170.0 million and 1.0% of Total Assets, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the 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 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 such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event ------------------------- of Default with respect to the Company specified in clauses Section 6.01(4) or (h) and (i) of Section 6.015)) occurs and is continuing, then unless the Principal Amount of all the Securities shall have already become due and in every such case payable, either the Trustee, Trustee by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount Principal Amount of the then Securities at the time outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if anyIssue Price and accrued Original Issue Discount to the date of declaration, and any accrued and unpaid interest and Liquidated Damages, if any(including contingent interest) to the date of such declaration, on all the Convertible Subordinated Notes Securities to be immediately due and payable. Upon , whereupon such declaration such principal amount, premium, if anyIssue Price and accrued Original Issue Discount, and such accrued and unpaid interest and Liquidated Damages(including contingent interest), if any, shall be due and payable immediately; provided -------- that, if an Event of Default specified in Section 6.01(4) or (5) occurs and is continuing, the Issue Price and accrued Original Issue Discount on all the Securities to the date of the occurrence of such Event of Default shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesSecurityholders. The holders Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Convertible Subordinated Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionthe Issue Price and accrued Original Issue Discount that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5), (6) or (7) of Section 6.01 hereof with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 30% (or 25% in aggregate the case of an Event of Default specified in Section 6.01(1) or (2) hereof) in principal amount of the then outstanding Convertible Subordinated NotesOutstanding Securities may, by written notice to the Company Company, the Guarantor and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the unpaid principal of, premium, if any, of and any accrued and but unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities to be due and payable. Upon such declaration all of the unpaid principal of and any accrued but unpaid interest on the Securities shall be due and payable immediately; provided, however, that if any Minimum Payment Guaranty Obligations are outstanding or any Indebtedness is outstanding pursuant to the Credit Agreement or the New Indentures, upon a declaration of acceleration, such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately be due and payable, notwithstanding anything contained in this Indenture or payable upon the Convertible Subordinated Notes earlier of (x) the day that is five Business Days after the provision to the contraryCompany, but subject to the provisions Minimum Payment Guarantor, the Credit Agent and the New Indentures Trustee of Article XI hereof. If any such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Minimum Payment Guaranty Obligations or any Indebtedness under the Credit Agreement or the New Indentures. If an Event of Default specified in clause (5), (6) or (7) of Section 6.01 hereof occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursCompany, all the unpaid principal of and premium, if any, and any accrued and but unpaid interest on all the Securities shall ipso facto become and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Outstanding Securities by written notice to the Company and to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default (except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration) have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(vi) or (vii) with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders Holders of at least 25% 2501 in aggregate principal amount of the then outstanding Convertible Subordinated NotesSecurities may, by written notice to the Company and the Trustee, may and the Trustee upon the written request of the Holders of not less than 25% in principal amount of the outstanding Securities shall declare the unpaid principal of, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes Securities to be due and payablepayable immediately. Upon any such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, amounts shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereofpayable immediately. If any an Event of Default specified in Section 6.1(a)(vi) or (vii) with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursoccurs and is continuing, all unpaid then the principal of and premium, if any, accrued interest on all the Securities shall ' ipso facto become and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Securities may, by written notice to the Trustee may Trustee, rescind an such declaration of acceleration of the Convertible Subordinated Notes and its consequences if if: (a) all existing Events of Default (have been cured or waived, other than nonpayment the non-payment of principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which Securities that has become due solely by virtue as a result of such acceleration; (b) have been cured or waived and if the rescission of acceleration would not conflict with any judgment or decree decree; (c) the extent the payment of any court such interest is lawful, interest on overdue installments of competent jurisdictioninterest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in (vi) or (vii) of Section 6.1, the Trustee shall have received an Officers' Certificate and an opinion of Counsel that such event has been cured or waived; provided, however, that such counsel may rely, as to matter of fact, on a certificate or certificate of officers of the Company. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (hf) and (ig) of Section 6.015.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes then outstanding to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (hf) or (ig) of Section 6.01 5.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived waived, the amounts payable to the Trustee under Section 6.07 shall have been paid and if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) above that occurs with respect to the Company specified in clauses (h) and (i) of Section 6.01Company) occurs and is continuingcontinuing under this Indenture, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notesoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, may declare the unpaid principal amount of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be immediately due and payable. Upon such a declaration of acceleration, such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or . In the Convertible Subordinated Notes to the contrary, but subject to the provisions event of Article XI hereof. If any a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to the Company specified in clauses (h) or (i) of Section 6.01 occursCompany, all unpaid the principal of and amount of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of at least a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes Notes, by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration of the Convertible Subordinated Notes and its consequences if (i) all existing Events of Default (Default, other than the nonpayment of the principal of or amount of, premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has that have become due solely by virtue such declaration of such acceleration) , have been cured or waived and if (ii) the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h) and 8) or (i9) of Section 6.016.1) occurs shall occur and is continuingbe continuing under this Indenture, then and in every such case either the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes, by written notice to the Company Issuer and the Trustee, may declare (an “acceleration declaration”) the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all outstanding amounts owing under the Convertible Subordinated Notes to be due and payable. Upon such declaration such acceleration declaration, the aggregate principal amount, premium, if any, of and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Convertible Subordinated outstanding Notes then outstanding shall become automatically due and payable subject immediately. At any time after such acceleration pursuant to this Section 6.2, the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an and annul such acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default if: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdiction; (2) all existing Events of Default have been cured or waived other than nonpayment of accelerated principal and interest; (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) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by applicable law. (b) Any notice of Default, acceleration declaration or instruction to the Trustee to provide a notice of Default, acceleration declaration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than any Holder that is a Regulated Bank, an Initial Purchaser or its Affiliate (in each case, as evidenced by delivery of an Officer’s Certificate to the Trustee from such Initial Purchaser or Affiliate certifying as to its status as an Initial Purchaser or Affiliate thereof)) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed at the time of providing a Noteholder Direction to covenant to 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 Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC, shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to the 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 that the Issuer has instituted litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default 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 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 until such time as the Issuer provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied; provided that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by an Officer’s Certificate delivered to the Trustee) 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, with the effect that such 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; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with the foregoing clauses. In addition, for the avoidance of doubt, the foregoing two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant, Officer’s Certificate or other document delivered to it pursuant to the foregoing three paragraphs, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this Section 6.2(b). Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Other than in connection with actions resulting from the gross negligence, bad faith or willful misconduct of the Trustee, the Issuer waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.2(b). In connection with the requisite percentages required under this Indenture to exercise remedies, the Trustee shall be entitled to treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer agrees that any and all other actions that the Trustee takes or omits to take in connection with this Section 6.2(b) and all fees, costs and expenses of the Trustee and its agents and counsel arising as a result of, or in connection with, the application of the foregoing provisions shall be covered by the Trustee related expense and indemnity provisions.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses clause (h7) and or (i) 8) of Section 6.0111.1) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 2533% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumof plus interest (including Contingent Interest, if any, and Additional Interest, if any) accrued and unpaid interest and Liquidated Damages, if any, through the date of such declaration on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued and unpaid interest and Liquidated Damages, if any, the same shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (h7) or (i) 8) of Section 6.01 11.1 occurs, all unpaid principal of plus accrued and premiumunpaid interest (including Contingent Interest, if any, and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, ) on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of plus accrued and unpaid interest on the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 12.6 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in Section 6.01(8) or (9) with respect to the Company specified in clauses (h) and (i) of Section 6.01any Issuer) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes, Securities by written notice to the Company and the TrusteeIssuers, may declare the unpaid principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and accrued and unpaid interest and Liquidated DamagesOriginal Issue Discount (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) on all the Convertible Subordinated Notes Securities to be due and payable. Upon such declaration a declaration, such principal amount, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) and accrued and unpaid interest and Liquidated DamagesOriginal Issue Discount (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) shall be due and payable immediately. If an Event of Default specified in Section 6.01(8) or (9) with respect to any Issuer occurs, the Issue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) on all the Securities shall ipso facto become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Convertible Subordinated Notes Securities by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree and if all existing Events of any court Default have been cured or waived except nonpayment of competent jurisdictionIssue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) or Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but <PAGE> 46 unpaid interest) that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clauses (hi) and or (ij) of Section 6.018.01) occurs and is continuing, then and in every such case the TrusteeTrustee may, by written notice to the Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notesmay, by written notice to the Company and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such declaration on, if any, on all the Convertible Subordinated Notes Securities then outstanding to be due and payable. Upon payable upon any such declaration such principal amount, premium, if anydeclaration, and accrued the same shall thereupon become and unpaid interest and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any an Event of Default with respect to the Company specified in clauses clause (hi) or (ij) of Section 6.01 8.01 occurs, all unpaid principal of and premiumof, plus interest (including Additional Interest, if any, and ) accrued and unpaid interest and Liquidated Damagesthrough the date of such default on, if any, on all the Convertible Subordinated Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such accelerationa) have been cured or waived and if the rescission would not conflict with any judgment existing order or decree decree, (b) all existing Events of Default, other than the nonpayment of the principal of, plus accrued and unpaid interest on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any court of competent jurisdictionpredecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If In the case of an Event of Default arising from either Section 6.01(8) or (9) with respect to Casella or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuing, then and in every such case the Trustee, by written notice to the Company, Trustee or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated NotesNotes may declare, by written notice or such Holders may direct the Trustee to the Company and the Trusteedeclare, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payablepayable immediately. Upon such At any time after a declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default acceleration with respect to the Company specified Notes as described in clauses (h) or (i) of Section 6.01 occursthe preceding paragraph, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated Notes. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and cancel such declaration and its consequences if all existing Events of Default consequences: (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree decree; (2) if all existing Defaults have been cured or waived except nonpayment of any court principal or interest that has become due solely because of competent jurisdictionthe 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 Casella 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 a Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default specified in Section 6.01(k) or (other than an Event of Default l) with respect to the Company specified in clauses (h) and (i) of Section 6.01) occurs and is continuingIssuer or any Guarantor occurs, then and in every such case the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, premium, if any, Notes and accrued and unpaid interest and Liquidated Damages, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such principal amount, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated outstanding Notes then outstanding shall automatically become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder Holders. If an Event of Convertible Subordinated NotesDefault (other than an Event of Default specified in Section 6.01(k) or (l) with respect to the Issuer or any Guarantor) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Issuer and the Trustee, may declare the principal amount of the Notes and accrued and unpaid interest on the outstanding Notes to be due and payable. The holders Thereupon, the Trustee may proceed to protect and enforce the rights of Holders by appropriate judicial proceedings. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes outstanding, by written notice to the Trustee Issuer and the Trustee, may rescind an acceleration and annul such declaration if: (a) the Issuer or, if applicable, any Guarantor has paid (or deposited with the Trustee a sum sufficient to pay): (i) all overdue interest on all Notes; (ii) the principal amount of any Notes that have become due otherwise than by such declaration of acceleration; (iii) to the extent that payment of such interest is lawful, interest upon overdue interest; and (iv) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Convertible Subordinated Trustee, its agents and counsel; and (b) all Events of Default, other than the non-payment of the principal amount of the Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, any accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has that have become due solely by virtue such declaration of such acceleration) , have been cured or waived waived; and (c) such rescission and if the rescission annulment would not conflict with any judgment or decree of any a court of competent jurisdiction. No such rescission and annulment shall affect any subsequent Default or Event of Default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified described in clauses clause (h) and (i7) of Section 6.016.1) occurs and is continuing, then and in every such case the Trustee, Trustee by written notice to the CompanyIssuer, or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Subordinated Notes, Notes by written notice to the Company Issuer and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damagesinterest, if any, on all the Convertible Subordinated Notes to be due and payable. Upon such declaration such If an Event of Default described in clause (7) of Section 6.1 occurs and is continuing, the principal amountof, premium, if any, and accrued and unpaid interest on all the Notes will become and Liquidated Damages, if any, shall become be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any holder of Convertible Subordinated NotesHolders. The holders Holders of a majority in aggregate principal amount of the then outstanding Convertible Subordinated Notes by notice may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the Convertible Subordinated Notes which has become due solely by virtue of such acceleration1) have been cured or waived and if the rescission would not conflict with any judgment or decree of any a court of competent jurisdictionjurisdiction 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. No such rescission shall affect any subsequent Default or Notwithstanding the foregoing, (a) 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 extent not in violation of any applicable law) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or impair (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness and (b) if an Event of Default specified in clause (10) of Section 6.1 shall have occurred and be continuing, such Event of Default and any right consequent theretoconsequential acceleration (to the extent not in violation of any applicable law) shall be automatically rescinded if the Lien on such Collateral (with appropriate priority) has been reinstated within 90 days.