Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in arising under Section 6.01(76.01(6) and 6.01(8or (7) hereof with respect to the Company) shall have occurred occurs and be is continuing, either the Trustee by notice to the Company, or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the Notes then outstanding may by written notice to the Company and the Trustee declare to be immediately due and payable the entire principal amount of all such the Notes then outstanding, outstanding plus accrued but and unpaid interest to the date of acceleration. Upon the effectiveness of acceleration and (i) such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations amounts shall be become immediately due and payable immediately. If an Event or (ii) if there are any amounts outstanding under or in respect of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurSenior Credit Facility, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action upon the first to occur of an acceleration under or notice. After any in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such acceleration, acceleration but before a judgment judgement or decree based on such acceleration is obtained by the applicable personTrustee, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may cancel rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationdecree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If In case an Event of Default occurs on specified in Section 6.01(6) or after January 15(7) with respect to the Company occurs, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf such principal, premium, if any, and interest amount with respect to all of the Company with Notes shall be due and payable immediately without any declaration or other act on the intention of avoiding payment part of the premium that Trustee or the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration Holders of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If Upon the occurrence of an Event of Default (other than an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the Company) shall have occurred and be continuing, either the Trustee or may, and upon the Holders written request of at least the holders of not less than 25% of the outstanding in aggregate principal amount of Bonds then outstanding shall, by notice in writing delivered to the Notes may Issuer and the Company, declare to be the principal of all Bonds then outstanding and the interest accrued thereon immediately due and payable the payable; and such principal amount of all such Notes then outstanding, plus accrued but unpaid and interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also thereupon become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf after the principal of the Company with Bonds and the intention of avoiding the prohibition on redemption of the Notes prior accrued interest thereon have been so declared to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, all arrears of interest and interest on overdue installments of interest (if lawful) and the principal and premium, if any, on all Bonds then outstanding which shall have become due and payable otherwise than by acceleration and all other sums payable under this Indenture or upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, are paid by the Issuer, and the Issuer also performs all other things in respect of which it may have been in default hereunder and pays the reasonable charges of the Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee shall annul such declaration and its consequences, and such annulment shall be binding upon all holders of Bonds issued hereunder; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. The Trustee shall forward a copy of any such annulment notice pursuant to this paragraph to the extent permitted by lawIssuer and the Company.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (viii) or (ix) of Section 6.01(7) and 6.01(8) hereof 6.01 with respect to the Company) , any Guarantor that is not an Insignificant Subsidiary or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes shall have occurred become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, that acceleration shall not be effective until the earlier of (i) an acceleration of Indebtedness under the Credit Agreement; and (ii) five Business Days after receipt by the Issuers and the agent under the Credit Agreement of written notice of the acceleration of the Notes. (b) In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant Section 3.07, an equivalent premium shall also become and be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon extent permitted by law upon the effectiveness acceleration of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent theretoNotes. If an Event of Default occurs on or after January 15during any time that the Notes are outstanding, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such dateNotes, then upon acceleration of the Notes, the Applicable Premium will premium specified in Section 3.07(c) shall also become and be immediately due and payable, payable to the extent permitted by lawlaw upon the acceleration of such Notes.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Sections 6.01(7arising under clauses (vii) and 6.01(8(viii) hereof of Section 6.01, with respect to the Company shall occuror any Subsidiary, such amounts with respect to all the outstanding Notes shall become automatically due and payable immediately without any further action or notice. After any such accelerationHolders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the then outstanding Notes may cancel such acceleration if (i) direct the rescission would not conflict with Trustee in its exercise of any judgment trust or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because power. The Trustee may withhold from Holders of the acceleration. No such rescission shall affect Notes notice of any subsequent continuing Default or impair any right consequent thereto. If an Event of Default occurs on (except a Default or after January 15Event of Default relating to the payment of principal or premium, 2017 if any, or interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to January 15September 1, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateSeptember 1, 2002, then upon acceleration of the Notes, the Applicable Premium will premium specified below shall also become and be immediately due and payable, payable to the extent permitted by law.law upon the acceleration of the Notes during the twelve-month period ending immediately prior to September 1 of the years indicated below. Year Percentage 1997 114.4377% 1998 112.8335% 1999 111.2293% 2000 109.6251% 2001 108.0209% 2002 106.4167%

Acceleration. If In the case of an Event of Default pursuant to clause (9) of Section 6.01 hereof, with respect to OPTI or any of OPTI’s Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OPTI, all outstanding Notes shall become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable immediately by notice in writing to OPTI specifying the principal amount Event of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationDefault. Upon receipt of any such declaration by OPTI, the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations Notes shall be become due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind and annul an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. No such rescission shall affect In the case of any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company OPTI with the intention of avoiding payment of the premium that the Issuer OPTI would have had to pay if the Issuer OPTI then had elected to redeem the Notes pursuant to Section 3.07 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January December 15, 2017 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company OPTI with the intention of avoiding the prohibition on redemption of the Notes prior to such dateDecember 15, then 2010, then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payable, to the extent permitted by lawpayable in an amount provided under Section 3.08(c) hereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(76.1(a)(7) and 6.01(8) hereof above with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest by notice in writing to the date Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. .” If an Event of Default specified in Sections 6.01(7Section 6.1(a)(7) and 6.01(8) hereof above occurs with respect to the Company shall occurCompany, such amounts with respect to then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become automatically immediately due and payable immediately without any further action declaration or notice. After other act on the part of the Trustee or any such acceleration, but before Holder. (b) At any time after a judgment or decree based on declaration of acceleration is obtained by with respect to the applicable personNotes as described in Section 6.2(a), the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent rights relating thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.01(7) 6.01 hereof occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Venator or the Issuers or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby notice in writing (the “Acceleration Notice”) to Venator or the Issuers and the Trustee, which notice must also specify that it is a “notice of acceleration.” Upon any such declaration of acceleration, the Notes will become immediately due and payable. If an Event At any time after a declaration of Default specified in Sections 6.01(7) and 6.01(8) hereof acceleration with respect to the Company shall occur, such amounts with respect to all Notes as described in the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (a) if (i) the rescission would not conflict with any judgment or decree and decree; (iib) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Issuers have paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of the cure or waiver of an Event of Default specified in clause (4) of Section 6.01 hereof; provided that the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Event of Default occurs under Section 6(a)(viii) or (ix), then the outstanding principal of, all accrued interest on this Note, and any other than an amounts due under this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any other Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing the Holder, by written notice to the Company) shall have occurred and be continuingBorrowers, either the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes may declare the principal of, accrued interest on this Note, and any other amounts due under this Note to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationpayable. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, interest and other monetary obligations amounts shall be become immediately due and payable immediatelypayable. If The Holder may rescind an Event of Default specified in Sections 6.01(7) acceleration and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) its consequences if all existing Events of Default have been cured or waived waived, except nonpayment of principal, interest or other amounts that has have become due solely because of the acceleration, and if the rescission would not conflict with any judgment or decree. No such Any notice or rescission shall affect be given in the manner specified in Section 15 of this Note. Notwithstanding any subsequent Default or impair any right consequent thereto. If provision in this Note to the contrary and to the extent permitted by applicable law, if an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of any of the Company TBW Companies with the intention of avoiding payment of the premium Optional Redemption Price that the Issuer Borrowers would have had to pay if the Issuer Borrowers then had elected to optionally redeem the Notes this Note pursuant to Section 3.07 hereof4 of this Note, then, then upon acceleration of the Notesthis Note, an equivalent premium Optional Redemption Price shall also become and be immediately due and payable; provided that if such acceleration occurs before November 1, 2007, the Optional Redemption Price shall be deemed to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf be 112% of the Company with the intention then outstanding principal amount of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawthis Note.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.01(78.1) occurs and 6.01(8) hereof with respect is continuing, the Trustee may, by notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes may Securities then outstanding may, by notice to the Company and the Trustee, declare the principal amount, plus accrued and unpaid interest and Additional Interest, if any, 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 the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7clause (5) or (6) of Section 8.1 occurs, the principal amount, plus accrued and 6.01(8) hereof with respect to unpaid interest and Additional Interest, if any, on the Company Securities then outstanding shall occur, such amounts with respect to all the Notes shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may cancel such rescind an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of the principal, premium, if any, interest or Additional Interest, if any on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at 1% per annum) on overdue installments of interest, Additional Interest, if any, and overdue principal, which has become due otherwise than by such 57 declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iid) if all existing Events of Default payments due to the Trustee and any predecessor Trustee under Section 9.7 have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationmade. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(76.01(f) and 6.01(8or (g) hereof with respect to either of the CompanyIssuers or a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the upon written request of Holders of at least 25% of the outstanding in principal amount of outstanding Securities, by notice to the Notes may Issuers shall declare to be immediately due and payable that the principal amount of all such Notes then outstandingof, plus premium, if any, and accrued but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the date of accelerationIssuers and the Representative under the Credit Agreement and the trustee for the Second Lien Notes and (ii) the day on which any Bank Indebtedness or Indebtedness represented by the Second Lien Notes is accelerated. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7Section 6.01(f) and 6.01(8or (g) hereof with respect to either of the Company shall occurIssuers or a Significant Subsidiary occurs, such amounts with respect to the principal of, premium, if any, and interest on all the Notes Securities shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes Securities by notice to the Trustee may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an In the event of any Event of Default occurs on specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after January 15such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, 2017 by reason of any willful notice or action (as the case may be) giving rise to such Event of Default or inaction(z) taken (or not taken) by or on behalf the default that is the basis for such Event of the Company with the intention of avoiding payment of the premium Default has been cured, it being understood that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon in no event shall an acceleration of the Notesprincipal amount of the Securities as described above be annulled, an equivalent premium shall also become and be immediately due and payable, to waived or rescinded upon the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason happening of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawevents.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified described in Section 6.01(7clause (g) and 6.01(8or (h) hereof above with respect to the Company) shall have occurred and be continuingIssuer), either the Trustee or the Holders holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus and accrued but unpaid interest on all the Notes to the date of accelerationbe due and payable. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified described in Sections 6.01(7clause (g) and 6.01(8or (h) hereof above occurs with respect to the Company shall occurIssuer, such amounts with respect to the principal of and interest on all the Notes shall will immediately become automatically due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any holders of the Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personUnder certain circumstances, the registered Holders holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such acceleration if declaration and its consequences (i) if the rescission would not conflict with any judgment or decree and decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(76.01(f) and 6.01(8or (g) hereof with respect to the Company) shall have occurred occurs and be is continuing, either the Trustee or the upon written request of Holders of at least 25% of the outstanding in principal amount of the Notes may outstanding Securities, shall declare to be immediately due the Company and payable the Trustee that the principal amount of all such Notes then outstandingof, plus premium, if any, and accrued but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five (5) Business Days after the giving of written notice to the date of accelerationCompany and the Representative under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7Section 6.01(f) and 6.01(8or (g) hereof with respect to the Company shall occuroccurs, such amounts with respect to the principal of, premium, if any, and interest on all the Notes Securities shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes Securities by notice to the Trustee may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an In the event of any Event of Default occurs on specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after January 15such 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, 2017 by reason of any willful notice or action (as the case may be) giving rise to such Event of Default or inaction(z) taken (or not taken) by or on behalf the default that is the basis for such Event of the Company with the intention of avoiding payment of the premium Default has been cured, it being understood that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon in no event shall an acceleration of the Notesprincipal amount of the Securities as described above be annulled, an equivalent premium shall also become and be immediately due and payable, to waived or rescinded upon the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason happening of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawevents.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.01(7clauses (5) and 6.01(8(6) hereof of Section 6.01) with respect to the Company) shall Parent or the Issuer occurs and is continuing, then and in every such case, unless the principal of all the Notes have occurred already become due and be continuingpayable, either the Trustee or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the then outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest immediately by a notice in writing to the date of accelerationIssuer (and to the Trustee if given by such Holders). Upon the effectiveness of such a declaration, such principal, premium, if any, and accrued and unpaid interest, and other monetary obligations shall if any, will be due and payable immediately. If an Event of Default specified in Sections 6.01(7payable. (b) and 6.01(8) hereof with respect to If, at any time after the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default shall have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had so declared to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, and before any judgment or decree for the payment of the moneys due on account of such declaration shall have been obtained or entered, all defaults under this Indenture, other than the nonpayment of principal of or premium, if any, or accrued interest on the Notes which shall have become due by acceleration shall have been remedied—then and in every such case the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the extent permitted by lawIssuer and to the Trustee, anything in this Indenture may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend or shall, affect any subsequent default, or shall impair any right consequent thereon. (c) The Trustee may withhold from Holders notice of any Default (except any Default in the Notes payment of principal of, premium, if any, or interest on the Notes) if the Trustee determines that withholding notice is in the interests of such Holders to the contrary notwithstanding. If do so. (d) In case an Event of Default occurs prior described in clauses (5) or (6) of Section 6.01 with respect to January 15, 2017 by reason of any willful action (the Parent or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the NotesIssuer occurs, the Applicable Premium principal of, premium, if any, and accrued and unpaid interest, if any, on all the then outstanding Notes will also ipso facto become and be immediately due and payable, to payable without any declaration or other act on the extent permitted by lawpart of the Trustee or any Holders.

Acceleration. If an any Event of Default occurs and is continuing and is known to the Trustee (other than as set forth in Section 11.03(j)), the Trustee, by written notice to the Issuers, or the Holders of at least 30% in principal amount of the then outstanding Notes, by written notice to the Issuers and the Trustee, may declare all of the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the preceding, if an Event of Default specified in Section 6.01(76.01(a)(ix) and 6.01(8or (x) hereof with respect to the Company) shall have occurred and be continuingoccurs, either the Trustee or the Holders of at least 25% of the then all outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes may cancel such by notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and decree; (ii) if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal, interest or premium, if any, that has 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, which has become due other than by such declaration of acceleration, has been paid; and (iv) the Issuers have paid the Trustee its compensation and reimbursed the Trustee for its fees, expenses, disbursements, damages, losses, liabilities and advances (including reasonable and documented attorney’s fees and expenses). No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in clause (5) or (6) of Section 6.01(78.1) occurs and 6.01(8) hereof with respect is continuing, the Trustee may, by notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes may Securities then outstanding may, by notice to the Company and the Trustee, declare to be immediately due all unpaid principal of and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon acceleration on the effectiveness of such a declaration, such principal, premium, accrued Securities then outstanding (if not then due and unpaid interest, and other monetary obligations shall payable) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Sections 6.01(7clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and 6.01(8) hereof with respect to accrued interest on the Company Securities then outstanding shall occur, such amounts with respect to all the Notes shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may cancel such rescind an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iid) if all existing Events of Default payments due to the Trustee and any predecessor Trustee under Section 9.7 have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationmade. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing, the Trustee, by notice to the Company) shall have occurred and be continuingIssuers, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in Sections 6.01(7clause (i) and 6.01(8or (j) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company shall occuror any group of Restricted Subsidiaries of the Company that, such amounts with respect to taken together, would constitute a Significant Subsidiary of the Company, all the outstanding Notes shall become automatically due and payable immediately without any further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that has have become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company an Issuer with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 3.07(a) hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to January 15March 1, 2017 2011 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to such that date, then upon acceleration of the Notes, premium specified in Section 3.07(a) with respect to the Applicable Premium first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become and be immediately due and payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. If an Event of Default (Default, other than an Event of a Bankruptcy Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the Company) shall have occurred , occurs and be continuingis continuing under this Indenture, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes may then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal amount of all such and accrued interest on the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be outstanding will become immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. If Notwithstanding the foregoing, if the Company so elects, the sole remedy of the Holders for (x) a failure to comply with any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence of such failure (which 150th day will be the 90th day after written notice of such failure to comply is provided as set forth above) and (ii) 0.50% from the 151st day to, and including, the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding such Interest Payment Date. On the 241st day after such failure (if such violation is not cured or waived prior to such 241st day), such failure will then constitute an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action notice or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders lapse of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree time and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant will be subject to Section 3.07 hereofacceleration as provided above. Unless the context requires otherwise, then, upon acceleration of the Notes, an equivalent premium all references to “interest” contained herein shall also become and be immediately due and payable, deemed to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawinclude Additional Interest.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the CompanyCompany or the Guarantor specified in clause (8) or (9) shall have occurred of Section 8.1) occurs and be is continuing, either the Trustee may, by notice to the Company and the Guarantor or the Holders of at least 25% in aggregate Principal Amount of the Securities then outstanding may, by notice to the Company, the Guarantor and the Trustee, declare all unpaid principal amount of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, all the Notes may declare Securities then outstanding to be due and payable upon any such declaration, and the same shall thereupon become and be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occuror the Guarantor specified in clause (8) or (9) of Section 8.1 occurs, such amounts with respect to all unpaid principal of, plus accrued and unpaid interest (including Additional Interest, if any) on, all the Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After any such accelerationThe Holders of a majority in aggregate Principal Amount of the Securities then outstanding, but or the Holders originally causing the acceleration by notice to the Trustee, may rescind an acceleration of Securities and its consequences before a judgment or decree based on acceleration is for the payment of money has been obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration Trustee if (ia) the rescission would not conflict with any judgment existing order or decree and decree, (iib) if all existing Events of Default 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 except nonpayment of principal, that has become and (c) all payments due solely because of to the accelerationTrustee and any predecessor Trustee under Section 9.6 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If In the case of an Event of Default (arising under Section 6.1(7) hereof, the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other than an Event of Default specified occurs and is continuing, the Trustee (upon request of Holders of at least 25% in Section 6.01(7principal amount of the Notes then outstanding) and 6.01(8) hereof with respect shall by notice in writing to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may by notice in writing to the Company and the Trustee, declare all Notes to be immediately due and payable payable, and any such notice shall specify the respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, if any, accrued and unpaid interest, if any, and other monetary obligations Additional Amounts, if any, on all the Notes shall be become immediately due and payable immediatelypayable. If an In the event of any Event of Default specified in Sections 6.01(7Section 6.1(5) and 6.01(8) hereof with respect relating to the Company shall occurIndebtedness under securities, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders, if within 30 days after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an such Event of Default occurs prior to January 15arose, 2017 by reason (x) the Indebtedness or guarantee that is the basis for such Event of any willful action Default has been discharged, (y) the creditors on such Indebtedness have rescinded or inaction) taken (waived the acceleration, notice or not taken) by or on behalf of action, as the Company with the intention of avoiding the prohibition on redemption of the Notes prior case may be, giving rise to such date, then upon acceleration Event of Default or (z) if the Notes, default that is the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawbasis 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(76.1(a)(7) and 6.01(8) hereof with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least twenty-five percent (25% of the outstanding %) in principal amount of the Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest by notice in writing to the date Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. ." If an Event of Default specified in Sections 6.01(7Section 6.1(a)(7) and 6.01(8) hereof occurs with respect to the Company shall occurCompany, such amounts then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph (a), the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent rights relating thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(76.01(5) or Section 6.01(6) above occurs and 6.01(8) hereof with respect to is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Company) outstanding Securities shall have occurred ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. If any other Event of Default shall occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes outstanding Securities under this Indenture may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, accrued and unpaid interestif any, and other monetary obligations shall accrued interest on all the Securities to be due and payable immediately. If an by notice in writing to the Company and, if given by Holders, to the Trustee specifying the respective Event of Default specified in Sections 6.01(7) and 6.01(8) hereof that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration with respect to the Company shall occur, such amounts with respect to all Securities as described in the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable persontwo preceding paragraphs, the registered Holders of a majority in principal amount of the then outstanding Notes Securities may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) or Section 6.01(6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in Section 6.01(7) and 6.01(8) hereof or (9) above with respect to the Company) shall have occurred occur and be continuingcontinuing with respect to this Indenture, either the Trustee or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the Notes then outstanding may declare to be immediately due all unpaid principal of, and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Sections 6.01(7) and Section 6.01(8) hereof or (9) above with respect to the Company shall occuroccurs and is continuing, such amounts with respect to then all the Notes shall ipso facto become automatically due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any further action declaration or noticeother act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After any such a declaration of acceleration, but before a judgment or decree based on acceleration is for payment of the money due has been obtained by the applicable personTrustee, the registered Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding Notes may cancel which have become due otherwise than by such declaration of acceleration if and interest thereon at the rate borne by the Notes, and (iD) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree and of a court of competent jurisdiction; and (ii3) if all existing Events of Default Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationas provided in this Indenture. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. thereon. (c) If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inactionspecified in Section 6.01(5) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would above shall have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become occurred and be immediately due and payablecontinuing, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an such Event of Default occurs prior to January 15, 2017 by reason and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of any willful action such Event of Default shall have been repaid or (or inactionii) taken (or not taken) by or on behalf of if the Company with the intention of avoiding the prohibition on redemption of the Notes prior default relating to such date, then upon acceleration of the NotesIndebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawHolders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. If In the case of an Event of Default specified in clause (viii) and (ix) of Section 11(a), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Holders of at least 25% in principal amount of the then outstanding Notes ("Accelerating Holders") may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the respective Event of Default. At any time after a declaration of acceleration under this Agreement, but before a judgment or decree for payment of the money due has been obtained by the Holders, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company, may rescind such declaration and its consequences if: (i) the Company has paid to the Holders (1) all overdue interest on all Notes, (2) all unpaid principal of (and premium, if any, on) any outstanding Notes that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (3) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes; and (ii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the Company11(a)(v) shall have occurred and be continuing, either the Trustee continuing and provided no judgment or the Holders of at least 25% decree for payment of the outstanding principal amount money due has been obtained by the Holders, such declaration of acceleration shall be automatically annulled if the Notes may declare to be immediately due and payable Indebtedness that is the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness subject of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified has been discharged or the holders thereof have rescinded their declaration of acceleration in Sections 6.01(7) respect of such Indebtedness, and 6.01(8) hereof with respect written notice of such discharge or rescission, as the case may be, shall have been given to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained Holders by the applicable personCompany and countersigned by the holders of such Indebtedness or a trustee, the registered Holders fiduciary or agent for such holders, within 30 days after such declaration of a majority acceleration in principal amount respect of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree Notes, and (ii) if all existing Events no other Event of Default have has occurred during such 30-day period which has not been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No during such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawperiod.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01(79.1) occurs and 6.01(8) hereof with respect is continuing, the Trustee may, by notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes Securities then outstandingoutstanding may, plus accrued but unpaid interest by notice to the date of acceleration. Upon Company and the effectiveness of such a declarationTrustee, such principal, premium, declare all unpaid principal and accrued and unpaid interest, Contingent Interest, if any, and other monetary obligations shall Liquidated Damages, if any, to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Sections 6.01(7clause (j) or (k) of Section 9.1 occurs, all unpaid principal of the Securities then outstanding and 6.01(8) hereof with respect to the Company accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, shall occur, such amounts with respect to all the Notes shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may cancel such rescind, on behalf of all Holders, an acceleration and its consequences if (ia) all existing Events of Default, other than the nonpayment of the principal, interest, Contingent Interest, if any, and Liquidated Damages, if any, which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on overdue installments of interest, Contingent Interest, if any, and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iid) if all existing Events of Default payments due to the Trustee and any predecessor Trustee under Section 10.7 have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationmade. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (viii) and 6.01(8or (ix) of Section 6.01 hereof occurs with respect to the Company shall occurCompany, such amounts with respect to any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January May 15, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the extent permitted by law.date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7Sections 6.01(f) and 6.01(8) hereof with respect to the Companyor (g)) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount at maturity of the outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest immediately by notice in writing to the date Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration. ." Upon such notice of acceleration, the effectiveness Accreted Value of such a declaration, such principal, premium, and accrued and unpaid interest, if any, on, and other monetary obligations Accreted Value of, the outstanding Notes shall be become due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7Section 6.01(f) and 6.01(8or (g) hereof above with respect to the Company Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occuripso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In the event of an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the acceleration declaration shall be automatically annulled if the payment default or other default triggering such amounts Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(f) or (g), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default occurs on or after January 15under this Indenture, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of and its consequences, except a default in the Company with the intention of avoiding payment of the premium principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer would have had to pay shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereofapplicable, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture describe such Default or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of and the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawstatus thereof.

Acceleration. (a) If an any Event of Default (other than an Event those of Default specified the type in clause ‎(g) or ‎(h) of Section 6.01(7) and 6.01(8) hereof 7.01 with respect to the CompanyCompany or, prior to the Fall-Away Event, Parent) shall have occurred occurs and be is continuing, either the Trustee may, and the Trustee upon the written request of Holders of at least 25% in outstanding aggregate principal amount of the then outstanding Notes shall, or the Holders of at least 25% of the in outstanding aggregate principal amount of the then outstanding Notes may may, declare to be immediately due and payable the principal amount of all such Notes then outstandingthe Notes, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, together with all accrued and unpaid interest, and other monetary obligations shall premium, if any, to be due and payable immediately. by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. (b) If an Event of Default specified of the type referred to in Sections 6.01(7clause ‎(g) and 6.01(8or ‎(h) hereof with respect of Section 7.01 relating to the Company shall occuror, prior to the Fall-Away Event, Parent occurs and is continuing, then such amounts amount with respect to all the Notes shall ipso facto become automatically due and payable immediately without any further action declaration or notice. After other act on the part of the Trustee or any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holder. (c) Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel on behalf of the Holders of all of the Notes rescind any acceleration and its consequences with respect to the Notes; provided (i) such rescission would not conflict with any judgment of a court of competent jurisdiction and (ii) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel have been paid. (d) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (e) of Section 7.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e) of Section 7.01 shall be remedied or cured, or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if (i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived Default, except nonpayment of principal, premium or interest on the Notes that has become became due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium have been cured or waived. (e) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture cured without any further action. Any Default or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior for the failure to January 15, 2017 by reason comply with the time periods prescribed in Section 4.19 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any willful action (such report required by such covenant or inaction) taken (such notice or certificate, as applicable, even though such delivery is not taken) by or on behalf of within the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawprescribed period specified in this Indenture.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the CompanyIssuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (i) and 6.01(8or (j) of Section 6.01 hereof occurs with respect to either of the Company shall occurIssuers, such amounts with respect to any Restricted Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of all of the Holders of the Notes may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, Interest, premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. No such rescission Notwithstanding the foregoing, the Trustee shall affect any subsequent Default or impair any right consequent theretohave no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 3.07(a) hereof, then, then upon acceleration of the Notes, an equivalent premium to the premium that the Issuers would have had to pay pursuant to Section 3.07(a) hereof, shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15August 1, 2017 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such dateAugust 1, 2003, then upon acceleration of the Notes, the Applicable Premium will premium specified in this Indenture shall also become and be immediately due and payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (8) and (9) of Section 6.01(7) 6.01, occurs and 6.01(8) hereof with respect is continuing, the Trustee by notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 2530% of the outstanding in principal amount of the then outstanding Notes by notice in writing to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationimmediately. Upon such declaration the effectiveness of Principal (or such a declaration, such principal, premium, accrued lesser amount) and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7clauses (8) or (9) and 6.01(8) hereof with respect to the Company shall occurof Section 6.01 occurs, such amounts with respect to all the outstanding Notes shall become automatically and be due and payable immediately without any further action declaration, act or noticenotice or other act on the part of the Trustee or any Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes may cancel such by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment non-payment of principalPrincipal (or such lesser amount) or interest, if any, that has become due solely because of the acceleration. No . (b) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each, a “Directing Holder”) must be accompanied by a written representation from each such rescission Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is Depositary 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”), with representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall affect any subsequent Default or impair any right consequent thereto. If an be deemed a continuing representation until the resulting Event of Default occurs on is cured or after January 15otherwise ceases to exist or the Notes are accelerated. In addition, 2017 by reason each Directing Holder is deemed, at the time of any willful action (or inaction) taken (or not taken) by or on behalf of providing a Noteholder Direction, to covenant to provide the Company with such other information as the intention Company may reasonably request from time to time in order to verify the accuracy of avoiding payment such noteholder’s Position Representation within five Business Days of request thereof (a “Verification Covenant”). In any case in which the Holder is the Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration notes in lieu of the Notes, an equivalent premium Depositary or its nominee and the Depositary shall also become be entitled to conclusively rely on such Position Representation and be immediately due and payable, Verification Covenant in delivering its direction to the extent permitted by lawTrustee. In no event shall the Trustee have any liability or obligation to ascertain, anything in monitor or inquire as to whether any Holder is Net Short and/or whether such Holder has delivered any Position Representation, Verification Covenant, Noteholder Direction, or any related certifications under this Indenture or in connection with the Notes or if any such Position Representation, Verification Covenant, Noteholder Direction, or any related certifications comply with this Indenture, the Notes, or any other document. It is understood and agreed that the Company and the Trustee shall be entitled to conclusively rely on each representation, deemed representation and certification made by, and covenant of, each beneficial owner provided for in this paragraph. Notwithstanding any other provision of this Indenture, the contrary notwithstanding. If an Event Notes or any other document, the provisions of Default occurs this paragraph shall apply and survive with respect to each beneficial owner notwithstanding that any such Person may have ceased to be a beneficial owner, this Indenture may have been terminated or the Notes may have been redeemed in full. (c) If, following the delivery of a Noteholder Direction, but prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and be immediately due and payable, provides to the extent permitted Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by lawthe remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. (d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides 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 or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. (e) Notwithstanding anything in Section 6.03(b), (c) or (d) hereof 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. (f) 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 Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing, the Trustee, by notice to the Company) shall have occurred and be continuingIssuers, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in Sections 6.01(7clause (h) and 6.01(8or (i) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company shall occuror any group of Restricted Subsidiaries of the Company that, such amounts with respect to taken together, would constitute a Significant Subsidiary of the Company, all the outstanding Notes shall become automatically due and payable immediately without any further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal, interest, premium or Additional Interest, if any, that has have become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company an Issuer with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 3.07(a) hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to January December 15, 2017 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to such that date, then upon acceleration of the Notes, premium specified in Section 3.07(a) with respect to the Applicable Premium first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become and be immediately due and payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(6) and 6.01(8or (7) hereof with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may may, declare to be immediately due and payable the principal amount of all such Notes then outstandingthe Notes, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, together with all accrued and unpaid interest, and other monetary obligations shall to be due and payable immediatelyby notice in writing to the Company and, in the case of an acceleration notice from the Holders of at least 25% in principal amount of the outstanding Notes, the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Designated Senior Debt, shall become immediately due and payable upon the first to occur of an acceleration under the Designated Senior Debt or 5 business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. If an Event of Default specified in Sections 6.01(7Section 6.01(6) and 6.01(8or (7) hereof with respect to the Company shall occuroccurs and is continuing, such amounts then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personas described in clause (a) above, the registered Holders of a majority in principal amount of the Notes then outstanding Notes (by notice to the Trustee) may rescind and cancel such acceleration declaration and its consequences if (i) the rescission would not conflict with any judgment or decree and of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest on the Notes that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due other than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in Sections 6.01(6) and (7), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived and the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (14) or (15) of Section 6.01(7) and 6.01(8) hereof 6.01 hereof, with respect to the Company) shall have occurred Authority, all outstanding Notes will become due and be payable immediately without further action or notice, subject to the second sentence of Section 13.01 hereof. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare to be immediately due and payable the principal amount of all such Notes then outstandingmay, plus accrued but unpaid interest subject to the date second sentence of acceleration. Upon Section 13.01 hereof, declare all the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall Notes to be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15October 1, 2017 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Authority with the intention of avoiding payment of the premium that the Issuer Authority would have had to pay if the Issuer Authority then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by lawlaw and subject to the second sentence of Section 13.01 hereof, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15October 1, 2017 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Authority with the intention of avoiding the prohibition on redemption of the Notes prior to such dateOctober 1, then 2006, then, upon acceleration of the NotesNotes and subject to the second sentence of Section 13.01 hereof, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for the extent permitted by law.periods set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (g) and 6.01(8or (h) of Section 6.01 hereof occurs with respect to the Company shall occurCompany, such amounts with respect to any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15____________, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15__________, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, for each of the years beginning on ______ of the years set forth below, as set forth below (expressed as a percentage of the amount that would otherwise be due but for the provisions of this paragraph, plus accrued interest, if any, to the extent permitted by law.date of payment):

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(g) and 6.01(8or (h) hereof with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and the same shall become immediately due and payable. If an Event of Default specified in Sections 6.01(7Section 6.01(g) and 6.01(8or (h) hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences (a) if (i) the rescission would not conflict with any judgment or decree and decree, (iib) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (e) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in arising under Section 6.01(76.01(6) and 6.01(8or (7) hereof with respect to the Company) shall have occurred occurs and be is continuing, either the Trustee by notice to the Company, or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the Notes then outstanding may by written notice to the Company and the Trustee declare to be immediately due and payable the entire principal amount of all such the Notes then outstanding, outstanding plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of acceleration and (i) such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations amounts shall be become immediately due and payable immediately. If an Event or (ii) if there are any amounts outstanding under or in respect of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurSenior Credit Facility, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action upon the first to occur of an acceleration of amounts outstanding under or notice. After any in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the representative of the holders of Indebtedness under or in respect of a Credit Facility, of notice of the acceleration of the Notes; provided, however, that after such acceleration, acceleration but before a judgment or decree based on such acceleration is obtained by the applicable personTrustee, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may cancel rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationdecree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If In case an Event of Default occurs on specified in Section 6.01(6) or after January 15(7) with respect to the Company occurs, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf such principal, premium, if any, and interest amount with respect to all of the Company with Notes shall be 74 -66- due and payable immediately without any declaration or other act on the intention of avoiding payment part of the premium that Trustee or the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration Holders of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.01(7) 6.01 hereof occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 2530% of the outstanding in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the principal of and accrued interest on all the Notes may declare to be due and payable, which notice must also specify that it is a “notice of acceleration.” Upon any such declaration of acceleration, the Notes will become immediately due and payable payable. If a Default for failure to report or failure to deliver a required certificate in connection with another Default (the principal amount of all “Initial Default”) occurs, then, at the time such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declarationInitial Default is cured or waived, such principal, premium, accrued and unpaid interest, and other monetary obligations shall Default for a failure to report or failure to deliver a required certificate in connection with that Initial Default will also be due and payable immediatelycured without any further action. If an Event At any time after a declaration of Default specified in Sections 6.01(7) and 6.01(8) hereof acceleration with respect to the Company shall occur, such amounts with respect to all Notes as described in the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (a) if (i) the rescission would not conflict with any judgment or decree and decree; (iib) if all existing Events of Default have been cured or waived except nonpayment non-payment of principal, principal or interest that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Issuer has paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of the cure or waiver of an Event of Default specified in clause (4) of Section 6.01 hereof; provided that the Trustee shall have received an Officer’s Certificate that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in clause (vi) or (vii) of Section 6.01(7) and 6.01(8) 5.01 hereof with respect to the Company) shall have occurred occurs and be is continuing, either the Trustee may by notice to the Company, or the Holders of at least 25% of the outstanding in principal amount of the Notes may then outstanding Securities may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the principal of, premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if any, on all then outstanding Securities (if not then due and payable) to be due and payable, and upon any such declaration the same shall become and be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7clause (vi) and 6.01(8or (vii ) of Section 5.01 hereof with respect to the Company occurs, the principal of, premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if any, on all Securities then outstanding shall occuripso 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 such amounts a declaration of acceleration with respect to all the Notes shall become automatically due Securities has been made and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is for payment of the money due has been obtained by the applicable personTrustee as hereinafter in this Article V, the registered Holders of a majority in principal amount of the outstanding Notes Securities, by written notice to the Company and the Trustee, may cancel rescind and annul such acceleration if and its consequences if: (i) all existing Events of Default, other than the non-payment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iii) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment a court of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawcompetent jurisdiction.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (8) of Section 6.01(7) and 6.01(8) hereof 6.01 hereof, with respect to the Company) shall have occurred Issuer, C▇▇▇▇▇▇ or any of C▇▇▇▇▇▇’▇ Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of C▇▇▇▇▇▇, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable immediately by notice in writing to C▇▇▇▇▇▇ and the principal amount Issuer specifying the Event of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationDefault. Upon the effectiveness of any such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations the Notes shall be become due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15December 1, 2017 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15December 1, 2017 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer or any Guarantor with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.years beginning on December 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2005 107.625 % 2006 107.625 % 2007 107.625 % 2008 107.625 %

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in Section 6.01(76.01(h) or (i), or resulting from a breach of Section 4.20, 4.25 or 4.27) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes of a particular maturity shall, or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may of a particular maturity may, declare to be immediately due and payable the principal amount of all such Notes then outstandingNotes, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, together with all accrued and unpaid interest, and other monetary obligations shall premium, if any, to be due and payable immediately. If an by notice in writing to the Company and the Trustee specifying the respective Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to that such notice is a notice of acceleration (the Company shall occur"Acceleration Notice"), such amounts with respect to all and the Notes same shall become automatically immediately due and payable immediately without any further action or noticepayable. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may cancel rescind such acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and decree, (ii) if all existing Events of Default Default, other than the nonpayment of accelerated principal of, premium, if any, and interest on Notes, have been cured or waived except nonpayment of principalas provided in this Indenture and (iii) all sums paid or advanced by the Trustee and the reasonable compensation, that has become due solely because expenses, disbursements and advances of the accelerationTrustee, its agents and counsel have been paid in full. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If In the case of an Event of Default occurs specified in Section (h) or (i) of Section 6.01 hereof, all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or after January 15, 2017 the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of an Event of Default with respect to the Notes of a particular maturity occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention or effect of avoiding payment of the premium that the Issuer Company would have had been required to pay if the Issuer Company had then had elected to redeem the such Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to the contrary notwithstandingacceleration of such Notes. If an Event of Default occurs prior to January 15September 1, 2017 2007, by reason of any willful action (or inaction) inaction taken (or not taken) taken by the Company or on the Company's behalf of the Company with the intention of avoiding the prohibition on premium required upon a redemption of the Notes prior to such dateof a particular maturity under Section 3.07(a) or Section 3.07(b), then upon acceleration of the Notespremium specified in Section 3.07(a) or Section 3.07(b), the Applicable Premium will as applicable, shall also become and be immediately due and payable, payable to the extent permitted by lawlaw upon acceleration of such Notes.

Acceleration. If (a) Upon the occurrence of an Event of Default (other than an Event of Default specified in under Section 6.01(76.01(a)(vii) and 6.01(8) hereof with respect to the Company) shall have occurred and be continuingor (viii)), either the Trustee or the Holders holders of at least 25% of the outstanding in principal amount of the then outstanding Senior Notes may declare all Senior Notes (i) to be immediately due and payable immediately and, upon such declaration, the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, if any, and any accrued and unpaid interestinterest on, and other monetary obligations Liquidated Damages, if any, with respect to all Senior Notes shall be due and payable immediately. If ; or (ii) if there are any amounts outstanding under the Amended Credit Agreement, to be due and payable immediately upon the first to occur of (A) an acceleration under the Amended Credit Agreement or (B) five business days after receipt by the Company and the Representative under the Amended Credit Agreement of such notice of acceleration but only if such Event of Default is then continuing; provided, however, that if an Event of Default specified in Sections 6.01(7arises under Section 6.01(a)(vi) or (vii), the principal of, premium, if any, and 6.01(8) hereof with respect to the Company shall occurany accrued and unpaid interest on, such amounts and Liquidated Damages, if any, with respect to all the Notes Senior Notes, shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or notice. After other act on the part of the Trustee or any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of Senior Notes. (b) The holders of a majority in principal amount of the outstanding Senior Notes then outstanding, by notice to the Trustee, may cancel rescind any declaration of acceleration of such acceleration Senior Notes and its consequences (if (i) the rescission would not conflict with any judgment or decree and (iidecree) if all existing Events of Default (other than the nonpayment of principal of or interest on such Senior Notes that shall have become due by such declaration) shall have been cured or waived waived. (c) If there has been a declaration of acceleration of the Senior Notes because an Event of Default under Section 6.01(a)(iv) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness described in Section 6.01(a)(iv) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days thereof and if (i) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except nonpayment non-payment of principal, premium, interest or Liquidated Damages that has shall have become due solely because of the acceleration. No such rescission shall affect any subsequent Default , have been cured or impair any right consequent thereto. If an Event of Default occurs on or after January 15waived, 2017 by reason of any willful action and (or inactioniii) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, has delivered an equivalent premium shall also become and be immediately due and payable, Officers' Certificate to the extent permitted by law, anything in this Indenture or in the Notes Trustee to the contrary notwithstanding. If an Event effect of Default occurs prior to January 15, 2017 by reason of any willful action clauses (or inactioni) taken and (or not takenii) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawabove.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Sections 6.01(7arising from clause (g) and 6.01(8or (h) hereof of Section 6.01 hereof, with respect to the Company shall occurCompany, such amounts with respect to any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all the outstanding Notes shall become automatically due and payable immediately without any further action or notice. After any such accelerationHolders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the then outstanding Notes may cancel direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as provided in this Indenture and (i) the rescission annulment of the acceleration of such Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived Default, except nonpayment of principal, principal or interest on the Notes that has become became due solely because of the accelerationacceleration of the Notes, have been cured or waived. No such rescission shall affect In the case of any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration the optional redemption provisions of the Notesthis Indenture, an equivalent premium shall also become and be immediately due and payable, payable to the extent permitted by law, anything in this Indenture or in law upon the Notes to acceleration of the contrary notwithstandingNotes. If an Event of Default occurs prior to January 15April 1, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such dateApril 1, 2003, then to the extent permitted by law, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount of the Notes outstanding to the extent permitted by law.date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998................................. 108.750% 1999................................. 107.875% 2000................................. 107.000% 2001................................. 106.125% 2002................................. 105.250%

Acceleration. If (a) In the case of an Event of Default arising from either Section 6.01(g) or (h) with respect to any Issuer or any Significant Subsidiary, the principal of, premium, if any, and interest on all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing, the Trustee, by notice to the Company) shall have occurred and be continuingCo-Issuers, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by notice to the Co-Issuers and the Trustee, may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event . (b) At any time after a declaration of Default specified in Sections 6.01(7) and 6.01(8) hereof acceleration with respect to the Company shall occur, such amounts with respect to all Notes as described in the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of outstanding Notes, by notice to the outstanding Notes Trustee, may rescind and cancel such acceleration if declaration and its consequences: (i) if the rescission would not conflict with any judgment or decree and of a court of competent jurisdiction; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, premium 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 overdue principal, premium and interest, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) in the event of the cure or waiver of a Default of the type set forth in Section 6.01(g) or (h), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived. No such waiver or rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(7) and 6.01(8) hereof with respect to the CompanyCompany specified in clauses (h) shall have occurred and be (i) of Section 501) occurs and is continuing, either then and in every such case the Trustee Trustee, by written notice to the Company, or the Holders holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding Notes, by written notice to the Company and the Trustee, may declare the unpaid principal of, Make Whole Payment, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such declaration, such principal amount, Make Whole Payment, if any, and accrued and unpaid interest shall become immediately due and payable payable, notwithstanding anything contained in this Indenture or the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelycontrary. If an any Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurspecified in clause (h) or (i) of Section 501 occurs, such amounts with respect to all unpaid principal of, and Make Whole Payment, if any, and accrued and unpaid interest on the Notes then outstanding shall become automatically due and payable immediately payable, without any further action declaration or noticeother act on the part of the Trustee or any holder of Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders The holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may cancel rescind an acceleration of the Notes and its consequences if all existing Events of Default (other than nonpayment of principal of, Make Whole Payment, if any, and interest on the Notes which has become due solely by virtue of such acceleration acceleration) have been cured or waived and if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment any court of principal, that has become due solely because of the accelerationcompetent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. If an In the case of any Event of Default occurs on or after January 15Default, 2017 pursuant to the provisions of this Section 502, occurring by reason of any willful wilful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that Make Whole Payment which the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration paragraph 5 of the Notes, an equivalent premium Make Whole Payment shall also become and be immediately due and payable, payable to the extent permitted by law, upon the acceleration of the Notes notwithstanding anything contained in this Indenture or in the Notes to the contrary notwithstandingcontrary. If an Event of Default occurs prior on any date on which the Company is prohibited from redeeming the Notes, pursuant to January 15paragraph 5 of the Notes, 2017 by reason of any willful wilful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to on such date, then upon acceleration of the Notes, the Applicable Premium will Make Whole Payment specified in this Indenture shall also become and be immediately due and payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes. A Make Whole Payment is due under this Indenture and under the Notes only pursuant to this paragraph, Article VI of the First Supplemental Indenture and paragraph 5 of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified of the type described in Section 6.01(76.01(f) and 6.01(8) hereof with respect to the Companyor (g)) shall have occurred and be continuing, either then the Trustee or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the entire principal amount of all such the Notes then outstanding, outstanding plus accrued but and unpaid interest interest, if any, to the date of acceleration. Upon , PROVIDED, that if there are any amounts outstanding under or in respect of the effectiveness of such a declarationSenior Credit Facility, such principal, premium, accrued and unpaid interest, and other monetary obligations amounts shall be become due and payable immediately. If upon the first to occur of an Event acceleration of Default specified amounts outstanding under or in Sections 6.01(7) respect of the Senior Credit Facility and 6.01(8) hereof with five Business Days after receipt by the Issuers and the Representative of the holders of Senior Indebtedness under or in respect to of the Company shall occurSenior Credit Facility of notice of the acceleration of the Notes; PROVIDED, HOWEVER, that after such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, acceleration but before a judgment or decree based on such acceleration is obtained by the applicable personTrustee, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may cancel rescind and annul such acceleration if if (i1) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If In case an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company type described in Section 6.01(f) or (g) above shall occur, the principal, premium and interest amount with the intention of avoiding payment of the premium that the Issuer would have had respect to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption all of the Notes prior to such date, then upon acceleration shall be due and payable immediately without any declaration or other act on the part of the Notes, Trustee or the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawHolders.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.01(7) and 6.01(8) hereof 6.01 hereof, with respect to the Company) shall have occurred , any Restricted Subsidiary of the Company that is a Significant Subsidiary or a Guarantor or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurUpon any such declaration, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or noticeimmediately. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority at least 66 2/3% in aggregate principal amount of the then outstanding Notes may cancel such by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principalprincipal of, premium on, if any, interest or Special Interest, if any, on the Notes that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 151, 2017 2013 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 151, 2017 2013 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will shall also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(7SECTION 6.01(6) and 6.01(8or (7) hereof above with respect to the Company) shall have occurred occur and be continuingcontinuing and has not been waived, either the Trustee or the Holders of at least 25% of the outstanding in principal amount at maturity of the outstanding Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, and premium, if any, accrued interest and unpaid interestAdditional Interest, and other monetary obligations shall if any, on all the Notes to be due and payable immediately. by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable. (b) If an Event of Default specified in Sections 6.01(7SECTION 6.01(6) and 6.01(8or (7) hereof above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (c) At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action as described in this SECTION 6.02(a) or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person(b), the registered Holders of a majority in principal amount at maturity of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree decree; and (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest or Additional Interest, if any, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (5) of the first paragraph of Section 6.01(7) and 6.01(8) hereof 6.01 with respect to the Company) shall have occurred occur and be continuing, either the Trustee Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 2530% of the outstanding 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 may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest by notice in writing to the date Company and (if the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration. Upon the effectiveness of ,” and, upon such a declaration, such principal, premium, principal and accrued and unpaid interest, and other monetary obligations interest shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7clause (5) and 6.01(8) hereof of the first paragraph of Section 6.01 with respect to the Company shall occuroccurs and is continuing, such amounts with respect to then all unpaid principal of, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After At any time after any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee and the Company may rescind and cancel any such acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal, principal of or interest on the Notes that has 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 impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01(7) 6.01 hereof occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (g) and 6.01(8or (h) of Section 6.01 hereof occurs with respect to the Company, UNICCO Finance, any Significant Subsidiary or any group of Restricted Subsidiaries of the Company shall occurthat, such amounts with respect to taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment Holders of the Notes may not enforce this Indenture or decree based on acceleration is obtained by the applicable person, the registered Notes except as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January October 15, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January October 15, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable so that the Issuers shall be obligated to pay an amount (expressed as percentages of principal amount), to for each of the extent permitted by law.years beginning on October 15 of the years set forth below, as set forth below; YEAR PERCENTAGE ---- ---------- 1997.................................................113.17% 1998.................................................111.52% 1999.................................................109.88% 52 62 2000.................................................108.23% 2001.................................................106.58%

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the CompanyHolding, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Debentures may declare all the Debentures to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Debentures shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (h) and 6.01(8or (i) of Section 6.01 hereof occurs with respect to the Company Holding, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Debentures shall occur, such amounts with respect to all the Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes Debentures by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15July 1, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Holding with the intention of avoiding payment of the premium that the Issuer Holding would have had to pay if the Issuer Holding then had elected to redeem the Notes Debentures pursuant to Section 3.07 hereof, then, upon acceleration of the NotesDebentures, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes Debentures to the contrary notwithstanding. If an Event of Default occurs prior to January 15July 1, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Holding with the intention of avoiding the prohibition on redemption of the Notes Debentures prior to such date, then then, upon acceleration of the NotesDebentures, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Debentures to the extent permitted by law.date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998...............................................................113.500% 1999...............................................................112.150% 2000...............................................................110.800% 2001...............................................................109.450% 2002...............................................................108.100%

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing, the Trustee, by notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding Notes, by notice to the Company and the Trustee, may declare to be immediately due (and payable the Trustee will, if directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes) declare all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in Sections 6.01(7clause (i) and 6.01(8or (j) hereof of Section 6.01 occurs with respect to the Company shall occuror any Guarantor, such amounts with respect to all the outstanding Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable persontogether with all accrued and unpaid interest and premium, the registered if any, thereon. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes may cancel such by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if (ii1) if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal, interest or premium, if any, that has have become due solely because of the acceleration) have been cured or waived and (2) the Company has deposited with the Trustee a sum sufficient to pay all sums and advances paid by the Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Trustee incurred in connection with such Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto. thereon. (c) If the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default occurs on or after January March 15, 2017 by reason 2016, the amount of any willful action (or inaction) taken (or not taken) by or principal of, accrued and unpaid interest and premium on behalf the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof3.07, thenin effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default prior to March 15, 2016, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes accelerated pursuant to Section 3.07. (d) Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Notes, premium applicable with respect to an equivalent premium shall optional redemption of the Notes will also become and be immediately due and payable, in cash, as though the Notes were optionally redeemed pursuant to Section 3.07 and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent permitted it may lawfully do so) that: (1) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by law, anything counsel; (2) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (3) there has been a course of conduct between Holders and the Company giving specific consideration in this Indenture or in transaction for such agreement to pay the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action premium; and (or inaction4) taken (or not taken) by or on behalf of the Company with shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the intention of avoiding premium to Holders as herein described is a material inducement to Holders to purchase the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawnotes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to the CompanyCompany specified in clauses (f) shall have occurred or (g) of Section 7.01 hereof) occurs and be is continuing, either the Trustee may, by notice to the Company, or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes may Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, all the Securities then outstanding to be due and payable upon any such declaration, and the same shall thereupon become and be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurspecified in clauses (f) or (g) of Section 7.01 hereof occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such amounts with respect to default on, all the Notes Securities then outstanding shall ipso facto become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holder. After any such acceleration, but The Holders of a majority in aggregate principal amount of the Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree based on acceleration is for the payment of money has been obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration Trustee if (ia) the rescission would not conflict with any judgment existing order or decree and decree, (iib) if all existing Events of Default 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 except nonpayment of principal, that has become and (c) all payments due solely because to the Trustee and any predecessor Trustee under Section 6.7 of the accelerationBase Indenture have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event The provisions of Default occurs on or after January 15Sections 7.01 and 7.02 of this First Supplemental Indenture shall supersede and replace the provisions, 2017 by reason respectively, of any willful action (or inaction) taken (or not taken) by or on behalf Sections 5.1 and 5.2 of the Company with the intention of avoiding payment Base Indenture for purposes of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawSecurities.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(7) and 6.01(8) hereof 6.01 with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby 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 Sections 6.01(7clause (6) and 6.01(8or (7) hereof of Section 6.01 with respect to the Company occurs and is continuing, then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences by written notice to the Company and the Trustee: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances (including its agents and counsel); and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(7clauses (6) and 6.01(8or (7) hereof above with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. If an Event of Default specified in Sections 6.01(7clauses (6) and 6.01(8or (7) hereof above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (6) or (7) of Section 7.01 hereof, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in clause (vi) or (vii) of Section 6.01(7) and 6.01(8) hereof 6.01 above with respect to the Company) shall have occurred occur and be continuing, either the Trustee Trustee, the Holders or the Holders beneficial holders (without duplication) of at least 25% of the outstanding in principal amount of the Notes outstanding Securities may declare the principal of, premium, if any, and accrued interest on all the Securities to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the principal amount of all such Notes then outstandingCredit Agreement, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be become immediately due and payable immediatelyupon the first to occur of an acceleration under the Credit Agreement or five (5) Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice (but only if such Event of Default is then continuing). If an Event of Default specified in Sections 6.01(7clause (vi) and 6.01(8or (vii) hereof of Section 6.01 above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall occur, such amounts automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder or beneficial holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by Securities as described in the applicable personpreceding paragraph, the registered Holders or beneficial holders (without duplication) of a majority in principal amount of the outstanding Notes Securities may rescind and cancel such acceleration if declaration and its consequences (i) if the rescission would not conflict with any judgment or decree and decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and any other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (vi) or (vii) of Section 6.01, 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 occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(76.1(9) and 6.01(8) hereof with respect to Holdings or the Company) Issuers), shall have occurred and be continuingcontinuing under this Indenture, either the Trustee Trustee, by written notice to the Issuers, or the Holders of at least 2525.0% of the outstanding in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationpayable. Upon the effectiveness of such a acceleration declaration, such principal, premium, the aggregate principal of and accrued and unpaid interest, and other monetary obligations interest on the outstanding Notes shall be become due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur; provided, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any however, that after such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personacceleration, the registered Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and accrued and unpaid interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in Section 6.1(9) occurs with respect to Holdings or the Issuers, all outstanding Notes shall become due and payable without any further action or notice to the extent permitted by applicable law. In the case of an Event of Default specified in Section 6.1(7) above, such Event of Default and all consequences thereof (excluding, however, any resulting Payment Default) will be annulled, waived and rescinded with respect to the Notes, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default first arose the Issuers deliver an Officer’s Certificate to the Trustee stating that (a) the Indebtedness or Guarantee that is the basis for such Event of Default has been paid or discharged, (b) the holders of the Indebtedness have rescinded or waived the acceleration giving rise to such Event of Default or (c) the Default that is the basis for such Event of Default has been otherwise cured; provided, however, that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 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 Notes may cancel rescind and annul such acceleration if and its consequences if: (i1) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except 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, that which has become due solely because otherwise than by such declaration of acceleration, has been paid; and (4) the accelerationIssuers have paid the Trustee and the Notes Collateral Agent their reasonable compensation and reimbursed the Trustee and the Notes Collateral Agent for their reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(7clauses (6) and 6.01(8or (7) hereof above with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. If an Event of Default specified in Sections 6.01(7clauses (6) and 6.01(8or (7) hereof above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (6) or (7) of Section 6.01 hereof, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (i) and 6.01(8or (j) of Section 6.01 hereof occurs with respect to the Company shall occurCompany, such amounts with respect to any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest, premium or Liquidated Damages, if any, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January April 15, 2017 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to in each of the extent permitted by law.years beginning on April 15 of the years set forth below, as set forth below: YEAR PERCENTAGE ---- ---------- 1997 115.333% 1998 113.417% 1999 111.500% 2000 109.583% 2001 107.667%

Acceleration. If an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01(7) and 6.01(8) hereof 6.1 above with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby 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 Sections 6.01(7clause (f) and 6.01(8or (g) hereof of Section 6.1 above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately; provided, that so long as any Indebtedness is outstanding under the Senior Credit Agreement, such acceleration shall not be effective until the earlier of (i) an acceleration under the Senior Credit Agreement or (ii) five Business Days after receipt by the Company and the Representative under the Senior Credit Agreement of written notice of such acceleration of the Notes. If Subject to the preceding sentence, the Notes shall become due and payable immediately upon any such declaration. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (A) the missed payments in respect of the applicable Indebtedness have been paid or if the holders of the Indebtedness that is subject to acceleration have rescinded their declaration of acceleration, in each case within 60 days thereof and (B) all existing Events of Default, except non-payment of principal or interest which have become due solely because of the acceleration of the Notes, have been cured or waived. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause ( g) and 6.01(8or (h) of Section 6.01 hereof occurs with respect to the Company shall occurCompany, such amounts with respect to any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15March 1, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15March 1, 2017 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, for each of the years beginning on March 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount to the extent permitted by law.date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage 1998 110.083% 1999 108.750% 2001 107.292% 2002 105.833%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(e) or (f)) occurs and 6.01(8) hereof with respect to the Company) shall have occurred and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of outstanding Notes by notice to the Notes Issuer (and the Trustee in the case of a notice provided by the Holders), may declare to be immediately due and payable the principal amount of all such Notes then outstandingof, plus premium, if any, and accrued but unpaid interest on all the Notes to the date of accelerationbe due and payable. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes by notice to the Trustee may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If Notwithstanding the foregoing, in the case of an Event of Default occurs arising under Section 6.01(e) or (f), all outstanding Notes will become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior their maturity date, in each case, as a result of an Event of Default, on or after January August 15, 2017 by reason 2020, the amount of any willful action (or inaction) taken (or not taken) by or principal of, accrued and unpaid interest and premium on behalf the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Company with Notes, in effect on the intention date of avoiding payment such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to August 15, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the Issuer would have had to pay principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if the Issuer then had elected to redeem such acceleration were an optional redemption of the Notes pursuant to Section 3.07 hereofParagraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, thenit is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f) (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption pursuant to Paragraph 5 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an if within 30 days after such Event of Default occurs prior arose the Issuer delivers an Officers’ Certificate to January 15the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite number of Holders thereof have rescinded or waived the acceleration, 2017 by reason of any willful notice or action (as the case may be) giving rise to such Event of Default or inaction(z) taken (or not taken) by or on behalf 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 Company with the intention of avoiding the prohibition on redemption principal amount of the Notes prior to as described above be annulled, waived or rescinded upon the happening of any such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawevents.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.01(7clauses (8) or (9)) of ‎Section 6.01(a)) occurs and 6.01(8is continuing, the Trustee (acting at the direction of holders of at least 25.0% in outstanding principal amount of the Notes) hereof with respect by written notice to the Company) shall have occurred and be continuing, either specifying the Trustee Event of Default, or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by written notice to the Company and the Trustee, may declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationpayable. Upon the effectiveness of such a declaration, such principal, premium, if any, and accrued and unpaid interest, and other monetary obligations shall if any, will be due and payable immediately. If payable. (b) In case an Event of Default specified described in Sections 6.01(7clauses (8) or (9) of ‎Section 6.01(a) occurs and 6.01(8) hereof with respect to is continuing, the Company shall occurprincipal of, such amounts with respect to premium, if any, and accrued and unpaid interest, if any, on all the Notes shall will become automatically and be immediately due and payable immediately without any further action declaration or notice. After other act on the part of the Trustee or any Holders. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) of ‎Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if: (1) the default triggering such acceleration, but before Event of Default pursuant to clause (6) of ‎Section 6.01(a) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 days after the declaration of acceleration with respect thereto; and (2) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree based of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration is obtained by of the applicable personNotes, the registered have been cured or waived. (d) The Holders of a majority in principal amount of the outstanding Notes may cancel such waive all past Events of Default (except with respect to nonpayment of principal, premium or interest) and rescind any acceleration with respect to the Notes and its consequences if (i1) the such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii2) if all existing Events of Default 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 except nonpayment waived. (e) Notwithstanding the foregoing, any notice of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on may not be given with respect to any action taken, and reported publicly or after January 15to Holders in reasonable detail and good faith, 2017 by reason more than two years prior to such notice of any willful Default or Event of Default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or inactionmore Holders (other than a Regulated Bank) taken (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or not takenits nominee, that such Holder is being instructed solely by beneficial owners that are not) by Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or on behalf otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the intention Company may reasonably request from time to time in order to verify the accuracy of avoiding payment such Holder’s Position Representation within five Business Days of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, request therefor (a “Verification Covenant”). Notwithstanding anything to the extent permitted contrary, in any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption beneficial owner of the Notes in lieu of DTC or its nominee, and such beneficial owner shall provide proof of its holdings in a manner satisfactory to the Trustee. If, following the delivery of a Noteholder Direction, but prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and be immediately due and payable, provides to the extent permitted Trustee an Officer’s Certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officer’s Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has actual knowledge of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officer’s Certificate”), the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and the Trustee shall take no further action pursuant to the related Noteholder Direction until the Company provides a subsequent Officer’s Certificate to the Trustee that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officer’s Certificate”). The Company shall promptly deliver a Covenant Satisfaction Officer’s Certificate following satisfaction by lawthe applicable Directing Holder of its 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 of this Section 6,02(e) 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 of this Section 6.02(e) 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 Officer’s 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 and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Direction during the pendency of Litigation or a Noteholder Direction after a Verification Covenant Officer’s Certificate has been provided to it but prior to receipt of a Covenant Satisfaction Officer’s Certificate. The Trustee shall have no liability or responsibility to the Company, any Holder or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (l) or (m) of Section 6.01(7) and 6.01(8) hereof 6.01 hereof, with respect to the Company) any Material Entity, all outstanding Notes shall have occurred become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurUpon any such declaration, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or noticeimmediately. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15November 1, 2017 2006 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of either Issuer, any Restricted Entity, any Restricted Subsidiary of ▇▇▇▇ Las Vegas or any Restricted Entity, any Guarantor, the Company Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15November 1, 2017 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of either Issuer, any Restricted Entity, any Restricted Subsidiary of ▇▇▇▇ Las Vegas or any Restricted Entity, any Guarantor, the Company Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.years beginning on November 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2003 15.0 % 2004 14.0 % 2005 and thereafter 13.0 %

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(76.01(a) in respect of the Company) occurs and 6.01(8) hereof with respect is continuing, the Trustee by written notice to the Company) shall have occurred and be continuing, either specifying the Trustee Event of Default, or the Holders of at least 2530% of the outstanding in principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationpayable. Upon the effectiveness of such a declaration, such principal, premium, if any, and accrued and unpaid interest, and other monetary obligations shall if any, will be due and payable immediately. If . (b) In case an Event of Default described in clause (7) of Section 6.01(a) occurs in respect of the Company and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. (c) In the event of any Event of Default specified in Sections 6.01(7clause (5) and 6.01(8) hereof with respect to the Company shall occurof Section 6.01(a), such amounts with respect Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if: (1) within 30 days after such Event of Default arose, (A) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to all such Event of Default or (B) the default that is the basis for such Event of Default has been cured; and (2) (A) the annulment of the acceleration of the Notes shall become automatically would not conflict with any judgment or decree of a court of competent jurisdiction and (B) all existing Events of Default, other than nonpayment of principal, premium, if any, or interest on the Notes that became due and payable immediately without any further action solely because of the acceleration of the Notes, have been cured or notice. After any such accelerationwaived. (d) The Holders of a majority in principal amount of the Notes then outstanding may, but before a judgment or decree based on acceleration is obtained by the applicable personTrustee, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment waive all past Defaults or decree and (ii) if all existing Events of Default (except with respect to nonpayment of principal, premium or interest) and rescind and annul any acceleration and its consequences with respect to the Notes if all Events of Default, other than the nonpayment of accelerated principal, premium or interest that have become due solely by such declaration of acceleration, with respect to the Notes have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything as provided in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawIndenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(78.1(d) and 6.01(8or (e) hereof with respect to the CompanyIssuer or BI) shall have occurred occurs and be continuingis continuing and has not been waived pursuant to Section 8.10, either the Trustee or then the Holders of at least 25% of the outstanding a majority in principal amount of the outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable after receipt by the Issuer of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelypayable. If an Event of Default specified in Sections 6.01(7Section 8.1(d) or (e) occurs and 6.01(8) hereof is continuing with respect to the Company Issuer or BI, all unpaid principal and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personin accordance with this Section 8.2, the registered Holders of a majority in principal amount of the outstanding Notes may may, on behalf of the Holders of all of the Notes, rescind and cancel such acceleration if declaration and its consequences (i) if the rescission would not conflict with any judgment or decree and decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and all other amounts due the Trustee under Section 4.6. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(7) and 6.01(8) hereof or (8) with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes outstanding Securities may declare to be immediately due and payable the principal amount of and accrued interest on all such Notes then outstanding, plus accrued but unpaid interest the Securities to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby 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 Sections Section 6.01(7) and 6.01(8) hereof or (8) with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personSecurities as described above, the registered Holders of a majority in principal amount of the outstanding Notes Securities may rescind and cancel such acceleration declaration and its consequences: (a) if (i) the rescission would not conflict with any judgment or decree and decree; (iib) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of such acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, indemnities, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clauses (h) or (i) of Section 6.01, with respect to the Company or any Guarantor, all outstanding Notes will become due and payable immediately without further action or notice. Upon the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration, such Notes will immediately become due and payable and (i) if prior to October 17, 2022, the entire unpaid principal amount of such notes plus the Applicable Premium as of the date of such acceleration or (ii) if on or after October 17, 2022, the applicable redemption price as set forth under Section 5.07(d) as of the date of such acceleration, plus in each case accrued and unpaid interest thereon shall all be immediately due and payable. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including an Event of Default specified in clauses (h) or (i) of Section 6.01 (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the notes were optionally redeemed and shall constitute part of the First Lien Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable pursuant to this Section 6.02 shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company and each Guarantor agree that it is reasonable under the circumstances currently existing. The premium shall also be payable if the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means). THE COMPANY AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and each Guarantor expressly agree (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and each Guarantor expressly acknowledge that the agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the notes. If an Event of Default (other than an Event of Default specified described in clause (h) or (i) of Section 6.01(76.01) occurs and 6.01(8) hereof with respect is continuing, the Trustee by written notice to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the then outstanding Notes may by written notice to the Company and the Trustee, may, and the Trustee at the written request of such Holders shall, declare to be immediately due and payable the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationbe due and payable. Upon the effectiveness of such a declaration, such principal, premium, premium and accrued and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes issued under this Indenture may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, if any, and accrued and unpaid interestinterest and Additional Interest, and other monetary obligations shall if any, on all the Notes issued under this Indenture to be due and payable immediately. 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 Notes shall become immediately due and payable. (b) If an Event of Default specified in Sections 6.01(7clause (vi) and 6.01(8or (vii) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the then outstanding Notes issued under this Indenture shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (c) At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action as described in Section 6.02(a) or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person6.02(b) hereof, the registered Holders of a majority in principal amount of the all outstanding Notes issued under this Indenture may rescind and cancel such acceleration if and its consequences: (i) if the rescission would not conflict with any judgment or decree and decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such acceleration, has been paid; (iv) if the Company has paid the Trustee (including its agents and counsel) its reasonable fees and expenses and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (vi) or (vii) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will 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 specified in Section 6.01(7) and 6.01(8) hereof or (9) with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes outstanding Securities may declare to be immediately due and payable the principal amount of and accrued interest on all such Notes then outstanding, plus accrued but unpaid interest the Securities to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby 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 Sections 6.01(7) and Section 6.01(8) hereof or (9) with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personSecurities as described above, the registered Holders of a majority in principal amount of the outstanding Notes Securities may rescind and cancel such acceleration declaration and its consequences: (a) if (i) the rescission would not conflict with any judgment or decree and decree; (iib) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of such acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Upon (i) the occurrence of any Event of Default described in clause (d) above or upon the acceleration of any outstanding principal amount owing under the Liquidity Facility, the Notes shall automatically become due and payable, and (ii) upon the occurrence and continuance of any other than an Event of Default specified in Section 6.01(7) and 6.01(8) hereof with respect to Default, the Company) shall have occurred and be continuingTrustee, either the Trustee or the Holders of at least 25% of the a majority in outstanding principal amount of the then outstanding Notes may declare to be immediately due and payable the principal amount of all such Notes then outstandingmay, plus accrued but unpaid interest by notice to the date of acceleration. Upon Company, declare the effectiveness of such a declarationNotes, such principal, premium, with accrued and unpaid interestinterest thereon, and all other monetary obligations shall amounts owing under this Indenture and the Notes to be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to forthwith, whereupon the Company same shall occur, such amounts with respect to all the Notes shall immediately become automatically due and payable immediately without payable. Except as expressly provided above in this Section 6.2, presentment, demand, protest and all other notices of any further action or noticekind are hereby expressly waived. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in outstanding principal amount of the then outstanding Notes Notes, by written notice to the Trustee, may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, principal or interest on the Notes that has become due solely because of the acceleration) have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If The foregoing notwithstanding, if an Event automatic acceleration of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had Notes occurs due solely to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon any acceleration of the outstanding principal amount owing under the Liquidity Facility and the principal amount owing under the Liquidity Facility is subsequently de-accelerated, payment of the Notes shall thereupon also be automatically de-accelerated (without need for any action on the part of any of the Holders) unless, prior to any such de-acceleration of principal under the Liquidity Facility, the Notes, an equivalent premium and all other amounts owing under this Indenture and the Notes, shall also otherwise have become and be immediately or been declared due and payable, . Any payments in cash received by any Holder in accordance with the Liquidity Facility Intercreditor Agreement or the Senior Notes Intercreditor Agreement prior to the extent permitted date such de-acceleration occurs may be retained by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawHolder.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(e) and 6.01(8or (f) hereof with respect to the CompanyIssuer) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of outstanding Notes by written notice to the Notes Issuer (and the Trustee in the case of a notice provided by the Holders), may declare to be immediately due and payable the principal amount of all such Notes then outstandingof, plus premium, if any, and accrued but unpaid interest on all the Notes to the date of accelerationbe due and payable. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes by notice to the Trustee may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If . (b) Notwithstanding the foregoing, in the case of an Event of Default occurs arising under Section 6.01(e) or (f), all outstanding Notes will become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default on or after January July 15, 2017 by reason 2021, the amount of any willful action (or inaction) taken (or not taken) by or principal of, accrued and unpaid interest and premium on behalf the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereofParagraph 5, thenin effect on the date of such acceleration as if such acceleration were an optional redemption pursuant to paragraph 5 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to July 15, 2021, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes pursuant to paragraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f), (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an if within 30 days after such Event of Default occurs prior arose the Issuer delivers an Officers’ Certificate to January 15the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite number of Holders thereof have rescinded or waived the acceleration, 2017 by reason of any willful notice or action (as the case may be) giving rise to such Event of Default or inaction(z) taken (or not taken) by or on behalf 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 Company with the intention of avoiding the prohibition on redemption principal amount of the Notes prior to as described above be annulled, waived or rescinded upon the happening of any such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawevents.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (e) or (f) of Section 6.01(78.1 hereof) occurs and 6.01(8) hereof with respect to is continuing under this Agreement, the Company) shall have occurred and be continuing, either the CVR Trustee or the Holders of at least 25% of the outstanding principal amount CVRs then outstanding, by written notice to the Company (and to the CVR Trustee if such notice is given by the Holders), may, and the CVR Trustee at the request of the Notes may such Holders, subject to it being indemnified and/or secured to its satisfaction, shall, declare to all payments previously triggered by a CVR Triggering Event as of that date (“Triggered Payments”) payable. Upon a declaration of acceleration, all Triggered Payments shall be immediately due and payable as an obligation that is pari passu with the principal amount of all such Company’s obligations under the New HY Notes then outstanding, plus accrued but unpaid interest to and the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyNew Convertible Bonds. If an Event of Default specified in Sections 6.01(7clause (e) and 6.01(8or (f) of Section 8.1 hereof occurs with respect to the Company or any Significant Restricted Subsidiary, all Triggered Payments shall occur, such amounts with respect to all the Notes shall become automatically be immediately due and payable immediately without any further action declaration or noticeother act on the part of the CVR Trustee or any Holder. (b) Notwithstanding the provisions of Section 3.2 hereof and the foregoing, if the acceleration of any payments triggered by a CVR Triggering Event was due to the occurrence of an Event of Default specified in clause (c) or (g) of Section 8.1 hereof (or an Event of Default that would cause the Company’s Common Shares to be suspended from trading on the Hong Kong Stock Exchange and other Qualified Exchanges either immediately or with notice and/or the passage of time), then such payments shall be made in cash. After If such an Event of Default specified in clause (c) or (g) of Section 8.1 is subsequently cured, then the acceleration caused by such cured Event of Default and its consequences shall be rescinded and payments will be settled in accordance with Section 3.2 hereof with reference to the original date of any CVR Triggering Event that may have occurred. For the avoidance of doubt, the cure of any Event of Default specified in clause (c) or (g) of Section 8.1 shall not be effective to rescind an acceleration caused by any other Event of Default that may exist at the time of such accelerationcure. Notwithstanding anything in this Section 8.2(b), but before a judgment the Company’s ability to cure an Event of Default specified in clause (c) or decree based on acceleration is obtained (g) of Section 8.1 hereof shall in no way impede or prevent the enforcement by the applicable person, CVR Trustee or the registered Holders of a majority in principal amount any rights or remedies hereunder at Law or equity at any time prior to such cure, including the enforcement of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and of a court of competent jurisdiction for payment hereunder. (c) Any Event of Default existing on the Exchange Date arising out of or related to a default, event of default or acceleration of Indebtedness under or failure to pay principal of, or interest or premium on, any Indebtedness of the Company’s Subsidiaries that are incorporated in the PRC owed by such Subsidiaries to various financial institutions domiciled in the PRC (“Onshore Debt”), shall be deemed waived by all Holders, if, with respect to not less than 85% in aggregate principal amount of such Onshore Debt, as of the Exchange Date, either (i) such Onshore Debt is subject to binding documentation providing for its (A) restructuring or (B) refinancing or (ii) if all existing Events no default or event of Default have been cured default exists under such Onshore Debt, or waived except nonpayment of principal, that has become due solely because will occur as a result of the accelerationtransactions contemplated by the Schemes of Arrangement, and there are no events or circumstances (and no events or circumstances will arise as a result of the transactions contemplated by the Schemes of Arrangement) that would cause a default or event of default to occur under such Onshore Debt with or without the giving of notice or passage of time, or both. No such rescission The Company shall affect deliver an Officers’ Certificate to the CVR Trustee on the date of this Agreement confirming the foregoing provision has been met. For the avoidance of doubt, the waiver referred to in this Section 8.2(c) shall not apply to any subsequent Default or impair any right consequent thereto. If an Event of Default that occurs on after the Exchange Date in respect of (I) any Onshore Debt or (II) any additional Indebtedness incurred after January 15, 2017 the Exchange Date by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium Company’s Subsidiaries that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or are incorporated in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawPRC.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the CompanyIssuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (i) and 6.01(8or (j) of Section 6.01 hereof occurs with respect to the Company shall occurIssuer, such amounts with respect to any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January December 15, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January December 15, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.years beginning on December 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2002.................................................... 10.626% 2003.................................................... 8.855% 2004.................................................... 7.084%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(76.1(a)(7) and 6.01(8) hereof with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least twenty-five percent (25% of the outstanding %) in principal amount of the Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest by notice in writing to the date Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. .” If an Event of Default specified in Sections 6.01(7Section 6.1(a)(7) and 6.01(8) hereof occurs with respect to the Company shall occurCompany, such amounts then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph (a), the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent rights relating thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(6) and 6.01(8or (7) hereof with respect to the Company) shall have occurred occurs and be continuingis continuing and has not been waived pursuant to Section 6.04, either then the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. payable. (b) If an Event of Default specified in Sections 6.01(7Section 6.01(6) or (7) occurs and 6.01(8) hereof is continuing with respect to the Company shall occurCompany, such amounts with respect to all the Notes shall become automatically due unpaid principal of, premium, if any, and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based accrued and unpaid interest on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount all of the outstanding Notes may cancel such acceleration if (i) shall ipso facto become and be immediately due and payable without any declaration or other act on the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because part of the acceleration. No such rescission shall affect Trustee or any subsequent Default or impair Holder. (c) In the case of any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the any premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration Paragraph 7(a) of the Notes, an equivalent premium shall also become and be immediately then the Notes becoming due and payable251 -71- payable pursuant to Section 6.01(a) or (b) shall be and become due and payable at the Relevant Redemption Price. (d) At any time after a declaration of acceleration with respect to the Notes in accordance with Section 6.02(a), the Holders of a majority in principal amount of the Notes may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent permitted the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by lawsuch declaration of acceleration, anything in this Indenture or has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the Notes to event of the contrary notwithstanding. If cure or waiver of an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notestype described in Section 6.01(6) or (7), the Applicable Premium will also become Trustee shall have received an Officers' Certificate and be immediately due and payable, to the extent permitted by lawan Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(76.01(e) and 6.01(8or (f) hereof with respect to the CompanyIssuer) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of outstanding Notes by notice to the Notes Issuer (and the Trustee in the case of a notice provided by the Holders), may declare to be immediately due and payable the principal amount of all such Notes then outstandingof, plus premium, if any, and accrued but unpaid interest on all the Notes to the date of accelerationbe due and payable. Upon the effectiveness of such a declaration, such principal, premium, accrued principal and unpaid interest, and other monetary obligations interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes by notice to the Trustee may cancel such rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If Notwithstanding the foregoing, in the case of an Event of Default occurs arising under Section 6.01(e) or (f), all outstanding Notes will become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default on or after January February 15, 2017 by reason 2019 the amount of any willful action (or inaction) taken (or not taken) by or on behalf principal of, and accrued and unpaid interest and premium on, the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration Paragraph 6 of the Notes, in effect on the date of such acceleration as if such acceleration were an equivalent premium shall also become and be immediately due and payable, optional redemption pursuant to the extent permitted by law, anything in this Indenture or in Paragraph 6 of the Notes to the contrary notwithstandingaccelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default occurs prior to January February 15, 2017 by reason 2019, the amount of any willful action (or inaction) taken (or not taken) by or principal of, accrued and unpaid interest and premium on behalf the Notes that becomes due and payable shall equal 100% of the Company with principal amount of the intention Notes redeemed plus the Applicable Premium in effect on the date of avoiding the prohibition on such acceleration, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 6 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to such their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f) (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption pursuant to Paragraph 6 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then upon acceleration prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Applicable Premium will also become and be immediately due and payable, Issuer delivers an Officers’ Certificate to the extent permitted by lawTrustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite number of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.01(7clauses (8) or (9)) of ‎Section 6.01(a)) occurs and 6.01(8is continuing, the Trustee (acting at the direction of holders of at least 25.0% in outstanding principal amount of the Notes) hereof with respect by written notice to the Company) shall have occurred and be continuing, either specifying the Trustee Event of Default, or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by written notice to the Company and the Trustee, may declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of accelerationpayable. Upon the effectiveness of such a declaration, such principal, premium, if any, and accrued and unpaid interest, and other monetary obligations shall if any, will be due and payable immediately. If payable. (b) In case an Event of Default specified described in Sections 6.01(7clauses (8) or (9) of ‎Section 6.01(a) occurs and 6.01(8) hereof with respect to is continuing, the Company shall occurprincipal of, such amounts with respect to premium, if any, and accrued and unpaid interest, if any, on all the Notes shall will become automatically and be immediately due and payable immediately without any further action declaration or notice. After other act on the part of the Trustee or any Holders. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) of ‎Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if: (1) the default triggering such acceleration, but before Event of Default pursuant to clause (6) of ‎Section 6.01(a) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 days after the declaration of acceleration with respect thereto; and (2) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree based of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration is obtained by of the applicable personNotes, the registered have been cured or waived. (d) The Holders of a majority in principal amount of the outstanding Notes may cancel such waive all past Events of Default (except with respect to nonpayment of principal, premium or interest) and rescind any acceleration with respect to the Notes and its consequences if (i1) the such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii2) if all existing Events of Default 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 except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawwaived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01(7) and 6.01(8) 6.01 hereof with respect to the CompanyIssuers, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (g) and 6.01(8or (h) of Section 6.01 hereof occurs with respect to the Company shall occurIssuers, such amounts with respect to any of their Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or Liquidated Damages, if any, that has become due solely because of the acceleration. No such rescission shall affect , and with respect to any subsequent Default provision of this Indenture that cannot be modified or impair any right consequent theretoamended without the consent of the Holder of each note affected thereby) have been cured or waived. If an Event of Default occurs on or after January 15November 1, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding payment of the premium that the Issuer Issuers would have had to pay if the Issuer Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15November 1, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.years beginning on November 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 2000 ............................................... 110.500% 2001 ............................................... 109.450% 2002 ............................................... 108.400% 2003 ............................................... 107.350% 2004 ............................................... 106.300%

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.01(7) and 6.01(8) hereof 6.01 hereof, with respect to the CompanyCompany or any of its Restricted Subsidiaries (other than Exempt Subsidiaries) shall have occurred that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company (other than the Exempt Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes may cancel such by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January December 15, 2017 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January December 15, 2017 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.years beginning on December 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2003....................................................... 108.0% 2004....................................................... 107.2% 2005....................................................... 106.4% 2006....................................................... 105.6% 2007....................................................... 104.8%

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01(7) and 6.01(8) 501 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall have occurred occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Sections 6.01(7clause (g) and 6.01(8or (h) of Section 501 hereof occurs with respect to the Company shall occurCompany, such amounts with respect to any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become automatically be due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to a Responsible Officer of the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal, interest or premium that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default ) have been cured or impair any right consequent theretowaived. If an Event of Default occurs on or after January 15March 1, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer Company would have had to pay if the Issuer Company then had elected to redeem the Notes pursuant to Section 3.07 1109 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15March 1, 2017 2005 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then then, upon acceleration of the Notes, the Applicable Premium will an additional premium shall also become and be immediately due and payablepayable in an amount, to for each of the extent permitted by law.12-month periods beginning on March 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) The Bank Creditors and 6.01(8) hereof with respect to the Company) shall have occurred Noteholders hereby covenant and be continuingagree that, either the Trustee or the Holders of at least 25% notwithstanding any contrary provisions of the outstanding principal amount of Credit Transaction Documents, as long as this Agreement is in effect, (a) the Notes Loans may declare not be declared to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect the Commitments may not be terminated pursuant to the Company shall occur, such amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the outstanding Notes may cancel such acceleration if Credit Agreement unless (i) the rescission would not conflict with Agent or the Required Banks shall notify the Borrower, the Noteholders and the Collateral Agent of such declaration and termination in writing at any judgment or decree time that an Actionable Default under the Credit Agreement has occurred and is continuing and (ii) if all existing Events of Default at least 10 days shall have been cured or waived except nonpayment of principal, that has become due solely because passed since the time of the acceleration. No giving of such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15notice, 2017 by reason of any willful action and (or inactionb) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes may not be declared to be due and payable pursuant to Section 3.07 hereof, then, upon acceleration 12.1 of the NotesNote Agreement unless (i) the Noteholders shall notify the Borrower, the Collateral Agent and the Agent of such declaration in writing at any time that an equivalent premium Actionable Default under the Note Agreement has occurred and is continuing and (ii) at least 10 days shall also become have passed since the giving of such notice; provided, however, that (i) the foregoing shall not affect the consequences specified under the Credit Agreement and the Note Agreement in respect of an Actionable Default with respect to any Obligor described in Section 11(g) or 11(h) of the Note Agreement or Section 11.1(g) or Section 11.1(h) of the Credit Agreement, (ii) the foregoing shall not affect the rights of any Noteholder to declare its Note to be immediately due and payable in accordance with its Note Agreement in the event of a Payment Default in respect of such Note, (iii) the foregoing shall not affect the rights of the Agent or the Required Banks to declare the Loans or any of them to be due and payable and to terminate the Commitments in accordance with the Credit Agreement in the event of a Payment Default in respect of any of the Outstanding Credit Agreement Obligations, (iv) if the Notes or the Loans, or any of them, are declared to be due and payable in accordance herewith as a result of any Actionable Default, then the foregoing shall not affect the rights of the Noteholders or the Agent to declare the balance of the Notes or the balance of the Loans, or any of them, which are not so due and payable directly as a result of such Actionable Default, to be due and payable, including without limitation by means of cross-acceleration, and to terminate the extent permitted by lawCommitments, anything (v) the Commitments shall automatically terminate if and when the Loans are declared to be due and payable in accordance with this Indenture Section 7.6, (vi) the foregoing shall not require the Banks to make any Revolving Loans or Swing Line Loans (as defined in the Notes Credit Agreement) or issue any Letters of Credit if the conditions to making such Revolving Loans and Swing Line Loans and issuing such Letters of Credit are not satisfied, and (vii) the contrary notwithstanding. If an Event provisions of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company this Section 7.6 may be waived with the intention consent of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Noteseach Bank, the Applicable Premium will also become Agent and be immediately due and payable, to the extent permitted by laweach Noteholder.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (9) or clause (10) of Section 6.01(7) 6.01(a), all then outstanding Notes will become due and 6.01(8) hereof with respect to the Company) shall have occurred payable immediately without further action or notice. If any other Event of Default occurs and be is continuing, either the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the then outstanding Notes may declare all of the Notes to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest immediately by notice in writing to the date Company and, in case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that it is a notice of acceleration. Upon the effectiveness of any such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations the Notes shall be become due and payable immediately. If an Event . (b) At any time after such a declaration of Default specified in Sections 6.01(7) and 6.01(8) hereof acceleration with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically due has been made and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is for payment of the money due has been obtained by the applicable personTrustee as hereinafter in Article 6 provided, the registered Holders of a majority in principal amount of the then outstanding Notes Notes, by written notice to the Company and the Trustee, may cancel rescind and annul such acceleration if declaration and its consequences if: (i1) the rescission would not conflict Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Notes; (B) the principal of (and premium, if any, on) any judgment Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or decree rates prescribed therefor in such Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii2) if all existing Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes that have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal, that has become due solely because of the accelerationas provided in Section 6.04. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. If thereon. (c) Notwithstanding paragraphs (a) or (b), if an Event of Default occurs on or after January 15specified in clause (6) of paragraph (a) shall have occurred and be continuing, 2017 by reason such Event of Default and any consequential acceleration (to the extent not in violation of any willful action applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (1) (A) the Indebtedness that is the subject of such Event of Default has been repaid or inaction(B) taken the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness and (2) any other existing Events of Default, except non-payment of principal, premium, if any, or not taken) by or interest on behalf the Notes that became due solely because of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture have been cured or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawwaived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(76.1) occurs and 6.01(8) hereof with respect is continuing, the Trustee by notice to the Company) shall have occurred and be continuingIssuer, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, if any, accrued and unpaid interest, and other monetary obligations shall if any, on all the Notes to be due and payable immediatelypayable. If an Event of Default specified described in Sections 6.01(7clause (7) of Section 6.1 occurs and 6.01(8) hereof with respect to is continuing, the Company shall occurprincipal of, such amounts with respect to premium, if any, accrued and unpaid interest, if any, on all the Notes shall will become automatically and be immediately due and payable immediately without any further action declaration or noticeother act on the part of the Trustee or any Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the outstanding Notes may cancel waive all past defaults (except with respect to nonpayment of principal, premium, or interest, if any) and rescind any such acceleration with respect to the Notes and its consequences if (i1) 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) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if all 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 other existing Events of Default have been cured or waived Default, except nonpayment of principal, premium or interest on the Notes that has become became due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture have been cured or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawwaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01(7) and 6.01(8) hereof 6.1 above with respect to the Company) shall have occurred occur and be continuing, either the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes may declare to be immediately due and payable the principal amount of and accrued interest on all such the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in Sections 6.01(7clause (f) and 6.01(8or (g) hereof of Section 6.1 above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall occur, such amounts ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by as described in the applicable personpreceding paragraph, the registered Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such acceleration declaration and its consequences: (1) if (i) the rescission would not conflict with any judgment or decree and decree; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal, principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an Upon the happening of any Event of Default specified in Section 6.01 (other than an Event of Default specified in Section 6.01(76.01(i) and 6.01(8) hereof with respect to the Company) shall have occurred and be continuingor (j)), either the Trustee may, or the Holders of at least 25% of the outstanding in aggregate principal amount of the outstanding Notes may may, declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principalof, premium, if any, and accrued and unpaid interest, and other monetary obligations shall interest on all the Notes to be due and payable immediatelyby notice in writing to the Issuer (and the Trustee if given by the Holders) 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 of the type described in Sections 6.01(7Section 6.01(i) or (j) occurs, then such amount shall ipso facto become and 6.01(8) hereof be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Company shall occur, such amounts with respect to all Notes as described in the Notes shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable personpreceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee may rescind and cancel such acceleration declaration and its consequences (a) if (i) the rescission would not conflict with any judgment or decree and decree, (iib) if all existing Events of Default have been cured or waived except nonpayment of principalprincipal of, premium, if any, or interest that has become due solely because of such acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal and premium, if any, which have become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01 (i) or (j), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Company or the Issuer. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If Notwithstanding the foregoing, if an Event of Default occurs on specified in Section 6.01(f) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period (including any extension thereof) or the occurrence of such acceleration), and written notice of such repayment or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after January 15, 2017 by reason any such acceleration in respect of the Notes and so long as such rescission of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon such acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, Notes does not conflict with any judgment or decree as certified to the extent permitted Trustee by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawIssuer.

Acceleration. If All of Employee's Unvested Restricted Stock shall immediately become Vested in the event that: (i) Employee's employment with the Company is terminated without Cause as herein defined; (ii) one hundred eighty (180) days after the closing of a Sale Event (as defined below) provided that Employee shall have remained an employee and/or independent contractor of the Company continuously from the Effective Date through the date which is one hundred and eighty (180) days after the closing of such Sale Event. Notwithstanding the foregoing, in the case of a Sale Event, (i) all of Employee's Unvested Restricted Stock shall immediately become Vested when and if the buyer in the Sale Event does not make available to Employee continuation of Default Employee's employment for such 180-day period without decrease in compensation, benefits and responsibilities and without required geographic relocation of employment; (other ii) pending the vesting of Employee's Unvested Restricted Stock following the Sale Event, the Company (or its successor) shall place in escrow, for the benefit of Employee, the consideration that Employee would have received on the date of the Sale Event for Employee's Unvested Restricted Stock had such Unvested Restricted Stock been fully Vested on the date of the Sale Event, and will pay such escrowed amount (with any interest paid thereon while in escrow) to Employee upon the earlier of (a) the vesting of such Unvested Restricted Stock or (b) the failure of the Company to exercise its repurchase rights under Section 6 of this Amended and Restated Agreement for more than sixty (60) days after it is ultimately determined that Employee's Unvested Restricted Stock will not vest; and (c) the Company's right of repurchase shall be suspended until it is ultimately determined whether Employee's Unvested Shares will vest. For the above purposes, "Sale Event" will refer to (a) a merger involving the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; (b) the sale of all or substantially all of the assets of the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; or (c) the purchase by a third party from shareholders of the Company of shares constituting majority voting control of the Company. For this purpose, "Cause" mans (a) Employee has intentionally engaged in unfair competition with the Company, committed an Event of Default specified in Section 6.01(7) and 6.01(8) hereof act or embezzlement, fraud or theft with respect to the Company) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% property of the outstanding principal amount Company or deliberately disregarded the rules of the Notes may declare Company, in any such event in such manner as to be immediately due and payable cause material loss, damage or injury to or otherwise materially to endanger the principal amount property, reputation or employees of all such Notes then outstandingthe Company, plus accrued but unpaid interest (b) Employee has repeatedly abused alcohol or drugs on the job or in a manner affecting his job performance, (c) Employee has been found guilty of or has plead nolo contendere to the date commission of acceleration. Upon the effectiveness a felony offense; or (d) Employee remains in material willful breach of a material provision of this Amended and Restated Agreement for fourteen (14) days after receiving notice of such a declarationbreach from the Company. In case of any dispute concerning (d) above, such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) hereof with respect to the Company shall occurhave the burden of proof to establish that Employee has so failed or breached, such amounts with respect to as the case may be. In the event that all the Notes of Employee's Unvested Restricted Stock shall become automatically due Vested pursuant to this Section 5, then any and payable immediately without all options held at the time by Employee to purchase equity securities in the Company, and any further action or notice. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered Holders of a majority and all equity securities in principal amount of the outstanding Notes may cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with held at the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payabletime by Employee, to the extent permitted by law, anything in this Indenture or in the Notes subject to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action vesting restrictions (or inaction) taken (or not taken) by or on behalf i.e. rights of the Company with to repurchase same at original cost, which rights lapse over time based on employee's continued service to the intention Company, based on achievement of avoiding milestones, or otherwise, or which rights are not fully exercisable unless and until such continued service, milestones, etc. are satisfied), notwithstanding anything in the prohibition on redemption relevant agreement related to vesting of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will option or equity securities shall also become and be immediately due and payable, fully vested (but not as to the extent permitted by lawoptions and/or shares whose milestones for vesting had passed without having been satisfied).

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(7) occurs and 6.01(8) hereof with respect is continuing and is known to the Company) shall have occurred and be continuingTrustee, either the Trustee by written notice to the Issuers, or the Holders of at least 25% of the outstanding in principal amount of the Notes then outstanding Notes, by written notice to the Issuers and the Trustee, may declare to be immediately due and payable the principal amount of all such Notes then outstandingof, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, and accrued and unpaid interest, and other monetary obligations shall if any, on, all the Notes to be due and payable immediately. If Upon any such declaration, the principal of the Notes shall become due and payable immediately, together with all accrued and unpaid interest thereon. Notwithstanding the preceding, if an Event of Default specified in Sections 6.01(7Section 6.01(a)(ix) and 6.01(8or (x) hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company shall occuror any group of Restricted Subsidiaries of the Company that, such amounts with respect to taken together, would constitute a Significant Subsidiary of the Company, the principal of, and accrued and unpaid interest, if any, on all the outstanding Notes shall become automatically due and payable immediately without any further action or notice, together with all accrued and unpaid interest thereon. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the applicable person, the registered The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may cancel such on behalf of all of the Holders rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and decree; (ii) if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal, interest or premium, if any, that has 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, which has become due other than by such declaration of acceleration, has been paid; and (iv) the Issuers have paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.01(7) and 6.01(8) 6.1 hereof that occurs with respect to any of the CompanyIssuers, any of the Guarantors or any of their Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless the Accreted Value of all of the Notes shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes Notes, then outstanding, plus accrued but unpaid interest by written notice to the date of acceleration. Upon Issuers (and to the effectiveness Trustee if such notice is given by the Holders), may, and the Trustee at the request of such a declarationHolders shall, such principaldeclare the Accreted Value of, premium, if any, and accrued and unpaid interestInterest (and Liquidated Damages, and other monetary obligations shall if any) on the Notes to be due and payable immediately. Upon a declaration of acceleration, such Accreted Value of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) shall be immediately due and payable. If an Event of Default specified in Sections 6.01(7clause (9) or (10) of Section 6.1 hereof, relating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries occurs, all Accreted Value and 6.01(8accrued and unpaid Interest (and Liquidated Damages, if any) hereof with respect to the Company shall occur, such amounts with respect to all the Notes shall become automatically thereon will be immediately due and payable immediately on all outstanding Notes without any further action declaration or notice. After other act on the part of the Trustee or the Holders. (b) At any time after such acceleration, but a declaration of acceleration being made and before a judgment or decree based on acceleration is for payment of the money due has been obtained by the applicable personTrustee as hereinafter provided in this Article VI, the registered Holders of not less than a majority in aggregate principal amount at maturity of then outstanding Notes, by written notice to the outstanding Notes Issuers and the Trustee, may cancel rescind, on behalf of all Holders, any such declaration of acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) its consequences if all existing Events of Default (other than the non-payment of the Accreted Value of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration) have been cured or waived except nonpayment of principal, that has become due solely because of the acceleration. as provided in Section 6.4 hereof. (c) No such rescission waiver shall affect cure or waive any subsequent Default or impair any right consequent thereto. If an Event of Default occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by lawthereon.