Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing the case of an Event of Default arising under clauses (vii) and (viii) of Section 6.01, with respect to the Issuer (and if given by the HoldersCompany or any Subsidiary, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the all outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holdernotice. In the event of an acceleration declaration Holders 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 may not enforce this Indenture or other default triggering such 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 Defaultexcept as provided in this Indenture. Subject to certain limitations, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and direct the Trustee in its consequences: (1) if the rescission would not conflict with exercise of any judgment trust or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because power. The Trustee may withhold from Holders of the acceleration; (3) to the extent the payment Notes notice 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 continuing Default or Event of Default or impair any right consequent thereto. The Holders of (except a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in relating to the payment of the principal of or premium, if any, or interest on any Notesor Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Issuer is required to provide an Officers' Certificate to In the Trustee promptly upon the Issuer obtaining knowledge case of any Default or Event of Default occurring by reason of any willful action (provided 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 Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall provide such certification at least annually whether or not they know also become and be immediately due and payable to the extent permitted by law upon the acceleration of any Default or Event of Default) that has occurred and, if applicable, describe such Default or the Notes. If an Event of Default occurs prior to September 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to September 1, 2002, then the premium specified below shall also become immediately due and payable to the status thereof.extent permitted by 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 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 Sections 6.01(f) or (g)) shall occur occurs and be continuingis continuing the Holder, by written notice to the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes Borrowers, may declare the Accreted Value principal of, premium, if anyaccrued interest on this Note, and accrued interest on, and Accreted Value of, all the Notes any other amounts due under this Note to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs Upon such declaration, such principal, interest and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes other amounts shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. In the event of The Holder may rescind 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 its consequences if the payment default or other default triggering such 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 DefaultDefault have been cured or waived, except nonpayment of principal, premium interest or interest on the Notes other amounts that became have become due solely because of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events . Any notice or rescission shall be given in the manner specified in Section 15 of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of this Note. Notwithstanding any provision in this Note to the acceleration; (3) contrary and to the extent the payment of such interest is lawfulpermitted by applicable law, 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 occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of any of the type described in Sections 6.01(f) or (g)TBW Companies with the intention of avoiding payment of the Optional Redemption Price that the Borrowers would have had to pay if the Borrowers then had elected to optionally redeem this Note pursuant to Section 4 of this Note, then upon acceleration of this Note, an equivalent Optional Redemption Price shall also become and be immediately due and payable; provided that if such acceleration occurs before November 1, 2007, the Trustee Optional Redemption Price shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity be deemed to be 112% of the then outstanding Notes may waive any existing Default or Event principal amount of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofNote.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to immediately. Notwithstanding the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interestforegoing, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclause (viii) or (gix) above of Section 6.01 hereof occurs with respect to the Issuer occurs and is continuingCompany, then 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 unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 If an Event of Default occurs by reason of any willful action (or impair any right consequent thereto. The Holders of a majority in principal amount at maturity inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to May 15, and its consequences, except a default in the payment 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable 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 of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate amount to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.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 Sections 6.01(farising under Section 6.01(6) or (g)7) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer Company) occurs and is continuing, then all unpaid the Trustee by notice to the Company, or the Holders of not less than 25% in aggregate principal of, premium, if any, and accrued and unpaid interest on all amount of the Notes then outstanding Notes shall ipso facto become may by written notice to the Company and the Trustee declare to be immediately due and payable without the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and (i) such amounts shall become immediately due and payable or (ii) if there are any declaration amounts outstanding under or other act on the part in respect of the Trustee or any Holder. In Senior Credit Facility, such amounts shall become due and payable upon the event first to occur of an acceleration declaration under or in respect 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 Senior Credit Facility or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured five Business Days after receipt by the Issuer or a Restricted Subsidiary or waived by Company and the holders Representative of the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (a) the annulment notice of the acceleration of the Notes would not conflict with any judgment Notes; provided, however, that after such acceleration but before a judgement or decree based on such acceleration is obtained by the Trustee, the Holders of a court majority in aggregate principal amount of competent jurisdiction the outstanding Notes may rescind and annul such acceleration and its consequences if (bi) all existing Events of Default, except other than the nonpayment of accelerated principal, premium or interest on the Notes that became due solely because of the acceleration of the Notespremium, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphif any, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; , have been cured or waived, (3ii) 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; paid and (4iii) 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 rescission would not conflict with any judgment 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 waiveddecree. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or In case an Event of Default under this Indenturespecified in Section 6.01(6) or (7) with respect to the Company occurs, and its consequencessuch principal, except a default in the payment of the principal of or premium, if any, and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or interest other act on any Notes. The Issuer is required to provide an Officers' Certificate to the part of the Trustee promptly upon or the Issuer obtaining knowledge Holders of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections Section 6.01(f) or (g)) shall occur with respect to either of the Issuers or a Significant Subsidiary) occurs and be is continuing, the Trustee or the upon written request of Holders of at least 25% in principal amount at maturity of outstanding Notes may Securities, by notice to the Issuers shall declare that the Accreted Value principal of, premium, if any, and accrued but unpaid interest on, and Accreted Value of, 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 Issuers and the Representative under the Credit Agreement and the trustee for the Second Lien Notes to and (ii) the day on which any Bank Indebtedness or Indebtedness represented by the Second Lien Notes is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payableimmediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to either of the Issuer occurs and is continuingIssuers or a Significant Subsidiary occurs, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Notes Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of 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. The Holders In the event of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenturespecified in Section 6.01(e), such Event of Default and its consequencesall consequences thereof (excluding, except a default in however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the payment Trustee or the Holders of the principal of or premiumSecurities, if any, or interest on any Notes. The Issuer is required to provide within 20 days after such Event of Default arose the Issuers deliver an Officers' ’ Certificate to the Trustee promptly upon stating that (x) the Issuer obtaining knowledge of any Default Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (provided that y) the Issuer shall provide holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and or (z) the status thereofdefault that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (viii) or (gix) of Section 6.01 with respect to the Company, any Guarantor that is not an Insignificant Subsidiary or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary)) , all outstanding Notes shall occur become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing immediately; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Issuer 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 if given (ii) five Business Days after receipt by the Holders, Issuers and the Trustee) specifying agent under the respective Events Credit Agreement of Default and that it is a "written notice of accelerationthe acceleration of the Notes." Upon such notice (b) In the case of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an any Event of Default specified in Section 6.01(f) occurring by reason of any willful action or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest inaction taken or not taken by or on all behalf of the outstanding 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 ipso facto also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any Holdersuch Notes. In the event of an acceleration declaration of the Notes because If an Event of Default described occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of such Notes, then the premium specified 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 Event of Default pursuant to Section 6.01(d3.07(c) shall be remedied or cured also become immediately due and payable to the extent permitted 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 law upon 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 such Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

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 in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may by notice in writing to the Company and the Trustee, declare all Notes to be due and payable, and any such notice shall specify the Accreted Value respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the principal of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, onand Additional Amounts, and Accreted Value ofif any, on all the outstanding Notes shall become immediately due and payable. If an In the event of any Event of Default specified in Section 6.01(f6.1(5) or (g) above with respect relating to the Issuer occurs and is continuingIndebtedness under securities, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 Event of Default pursuant to Section 6.01(dand all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be remedied or cured annulled, waived and rescinded automatically and without any action by the Issuer Trustee or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness Holders, if within 20 30 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of arose, (x) the type described in Sections 6.01(f) Indebtedness or (g), guarantee that is the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that basis for such Event of Default has been cured discharged, (y) the creditors on such Indebtedness have rescinded or waived. No waived the acceleration, notice or action, as the case may be, giving rise to such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of (z) if the then outstanding Notes may waive any existing Default or default that is the basis for such Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofbeen cured.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclause (j) or (g)k) shall occur of Section 9.1) occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding Notes may declare the Accreted Value ofmay, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of declare all unpaid principal and accrued and unpaid interest, Contingent Interest, if any, onand 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 upon any such declaration, and Accreted Value of, the outstanding Notes same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (j) or (gk) above with respect to the Issuer occurs and is continuingof Section 9.1 occurs, then all unpaid principal ofof the Securities then outstanding and accrued and unpaid interest, premiumContingent Interest, if any, and accrued and unpaid interest on all of the outstanding Notes Liquidated Damages, if any, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In The Holders of a majority in aggregate principal amount of the event Securities then outstanding by notice to the Trustee may rescind, on behalf of all Holders, 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 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 its consequences 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 other than the nonpayment of the principal, premium or interest on the Notes that became interest, Contingent Interest, if any, and Liquidated Damages, if any, which has become due solely because by such declaration of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: ; (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3b) to the extent the payment of such interest is lawful, if interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on overdue installments of interest 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; ; (4c) if the Issuer has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor 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 under Section 10.7 have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified the type described in Sections 6.01(fSection 6.01(6) or (g)7) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above occurs with respect to the Issuer occurs Company and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto (including any Additional Notes subsequently issued under this Indenture) will become and be immediately due and payable without further action or notice. If 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 occurs and is continuing, then the acceleration declaration shall be automatically annulled if Trustee or the payment default or other default triggering such Event Holders of Default pursuant to Section 6.01(dat least 25% in principal amount of outstanding Notes (including any Additional Notes subsequently issued under this Indenture) shall be remedied or cured by may declare the Issuer or a Restricted Subsidiary or waived by the holders principal of the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (a) the annulment of the acceleration of accrued interest on all the Notes would not conflict with any judgment or decree to be due and payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of a court of competent jurisdiction and acceleration.” (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 the Notes as described in the preceding paragraphSection 6.02(a), the Holders of a majority in principal amount at maturity of the then outstanding Notes (including any Additional Notes) may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, 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 Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; andor (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fSection 6.01(6) or (g7), the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (5) or (g)6) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer 6.01 hereof 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 ipso facto will become and be immediately due and payable without further action or notice. If 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 occurs and is continuing, then the acceleration declaration shall be automatically annulled if Trustee by notice in writing to Venator or the payment default Issuers or other default triggering such Event the Holders of Default pursuant to Section 6.01(d) shall be remedied or cured by at least 25% in principal amount of outstanding Notes may declare the Issuer or a Restricted Subsidiary or waived by the holders principal of the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (a) the annulment of the acceleration of accrued interest on all the Notes would not conflict with to be due and payable by notice in writing (the “Acceleration Notice”) to Venator or the Issuers and the Trustee, which notice must also specify that it is a “notice of acceleration.” Upon any judgment or decree such declaration of a court of competent jurisdiction and (b) all existing Events of Defaultacceleration, except nonpayment of principal, premium or interest on the Notes that became will become immediately due solely because of the acceleration of the Notes, have been cured or waivedand payable. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1a) if the rescission would not conflict with any judgment or decree; (2b) 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; (3c) 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; (4d) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesall amounts it is owed under this Indenture; and (5e) in the event of the cure or waiver of an Event of Default specified in clause (4) of the type described in Sections 6.01(f) or (g), Section 6.01 hereof; provided that the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(a)(7) or (g)above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, unpaid principal of (and premium, if any, ) and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be immediately due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. ” If an Event of Default specified in Section 6.01(f) or (g6.1(a)(7) above occurs with respect to the Issuer occurs and is continuingCompany, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding paragraphSection 6.2(a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;; and (4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesreasonable expenses (including the fees and expenses of its counsel), 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 rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event any of Default the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Prudential NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y)[ any] Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in Sections 6.01(fclause (i) or (g)ii) shall occur and be continuingof this paragraph 7A, the Trustee holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the Holders continuance of at least 25% in principal amount at maturity such Event of outstanding Notes may declare the Accreted Value ofDefault, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (Issuers, declare such Note to be, and if given such Note shall thereupon be and become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the HoldersIssuers, the Trustee(b) specifying the respective Events of Default and that it if such event is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclause (viii), (ix) or (gx) above of this paragraph 7A with respect to any Obligor, all of the Issuer occurs Notes at the time outstanding shall automatically become immediately due and is continuingpayable, then all unpaid principal of, premiumtogether with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuers, on behalf of themselves and accrued the other Obligors, and unpaid interest on (c) with respect to any event constituting an Event of Default (including an event described in clause (a), above), the Required Holder(s) may at its or their option, by notice in writing to the Issuers, declare all of the outstanding Notes to be, and all of the Notes shall ipso facto become thereupon be and be become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without any declaration presentment, demand, protest or other act on the part notice of the Trustee or any Holder. In the event kind, all 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 Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary or which are hereby waived by the holders Issuers. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of the relevant Indebtedness within 20 days after Yield-Maintenance Amount by 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) Issuers in the event of that the cure Notes are prepaid or waiver are accelerated as a result of an Event of Default of the type described in Sections 6.01(f) or (g)Default, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required intended to provide an Officers' Certificate to compensation for the Trustee promptly upon the Issuer obtaining knowledge deprivation of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe right under such Default or Event of Default and the status thereofcircumstances.

Acceleration. If an Event of Default (other than an Event of Default specified described in Sections 6.01(fclause (7) or (g)8) of Section 6.1 with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by notice to the Issuer or the Holders of at least 2530% in principal amount at maturity of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described specified in clause (4) of Section 6.01(d) 6.1 has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other payment default triggering such Event of Default pursuant to Section 6.01(dclause (4) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 20 30 days after the declaration of acceleration declaration with respect thereto and if if: (a1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. At any time after a declaration If an Event of acceleration Default described in clause (7) or (8) above with respect to the Notes as described in Company or the preceding paragraphIssuer occurs and is continuing, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawfulof, 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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any Notes. The Issuer is required to provide an Officers' Certificate to declaration or other act on the part of the Trustee promptly upon the Issuer obtaining knowledge of or any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolders.

Acceleration. If an Event of Default (Default, other than an Event of a Bankruptcy Default specified in Sections 6.01(f) or (g)) shall occur with respect to the Company, occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at maturity the request of outstanding Notes may such Holders shall, declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, all on the Notes to be immediately due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is payable. Upon a "notice of acceleration." Upon such notice declaration of acceleration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall interest will become immediately due and payable. If an Event of a Bankruptcy Default specified in Section 6.01(f) or (g) above occurs with respect to the Issuer occurs and is continuingCompany, then all unpaid the principal of, premium, if any, of and accrued and unpaid interest on all of the Notes then outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In Notwithstanding the event of an acceleration declaration 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 because 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 described in Section 6.01(d) has occurred without any further notice or lapse of time and is continuingthe Notes will be subject to acceleration as provided above. Unless the context requires otherwise, the acceleration declaration all references to “interest” contained herein shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant deemed 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofinclude Additional Interest.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (viii) and (ix) of Section 11(a), all outstanding Notes will become due and payable immediately without further action or (g)) shall occur notice. If any other Event of Default occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes ("Accelerating Holders") may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) Company specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 under this Agreement, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphHolders, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes Notes, by written notice to the Company, may rescind and cancel such declaration and its consequences: consequences if: (i) the Company has paid to the Holders (1) if the rescission would not conflict with any judgment or decree; all overdue interest on all Notes, (2) if all existing Events unpaid principal of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawfuland premium, if interest on overdue installments of interest and overdue principalany, which 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, 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 will affect any subsequent Default or Event of Default default or impair any right consequent theretothereon. The Holders Notwithstanding the preceding paragraph, in the event of a majority declaration of acceleration in principal amount at maturity respect of the then outstanding Notes may waive any existing Default or because an Event of Default under this Indenture, specified in Section 11(a)(v) shall have occurred and its consequences, except a default in the be continuing and provided no judgment or decree for payment of the principal money due has been obtained by the Holders, such declaration of or premium, acceleration shall be automatically annulled if any, or interest on any Notes. The Issuer the Indebtedness that is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge subject of any Default or such Event of Default (provided that has been discharged or the Issuer holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall provide have been given to the Holders by the Company and countersigned by the holders of such certification at least annually whether Indebtedness or not they know a trustee, fiduciary or agent for such holders, within 30 days after such declaration of any Default or Event acceleration in respect of Default) that has occurred andthe Notes, if applicable, describe such Default or and no other Event of Default and the status thereofhas occurred during such 30-day period which has not been cured or waived during such period.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified described in Sections 6.01(fclause (g) or (gh) above with respect to the Issuer)) shall occur and be continuing, the Trustee or the Holders holders of at least 25% in principal amount at maturity of the outstanding Notes may declare the Accreted Value of, premium, if any, principal of and accrued but unpaid interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." payable. Upon such notice of accelerationa declaration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become be due and payablepayable immediately. If an Event of Default specified described in Section 6.01(fclause (g) or (gh) above occurs with respect to the Issuer occurs Issuer, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will immediately 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 holders of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuingNotes. Under certain circumstances, the acceleration declaration shall be automatically annulled if the payment default or other default triggering such 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 a majority in principal amount of the relevant Indebtedness within 20 days after the outstanding Notes may rescind any such acceleration declaration with respect thereto and if (a) the annulment of the acceleration of to 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 waivedits 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 at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) 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; , (3iii) 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; , (4iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and and (5v) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclauses (g) or (g)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 Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(a)(7) or (g)with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount at maturity of outstanding Outstanding Notes may declare the Accreted Value of, unpaid principal of (and premium, if any, ) and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be immediately due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f6.1(a)(7) or (g) above occurs with respect to the Issuer occurs and is continuingCompany, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will 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 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 the Notes as described in the preceding paragraphparagraph (a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;; and (4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in 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 rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Sections 6.01(fSection 6.01(g) or (gand Section 6.01(h)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes under this Indenture may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes under this Indenture to be due and payable immediately by written notice in writing to the Issuer Issuers (and to the Trustee if such notice is given by the Holders). Upon such a declaration, such principal, premium (including Applicable Premium, if such premium would have been payable if the Trustee) specifying the respective Events of Default and that it is Issuers had issued a "notice of acceleration." Upon redemption of the Notes on the date of such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fdeclaration) or (g) above with respect to the 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 ipso facto become and will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described in Section 6.01(d6.01(f) has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other payment default triggering such Event of Default pursuant to Section 6.01(d6.01(f) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 20 30 days after the declaration of acceleration declaration with respect thereto and if (a1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences:​ ​ (1b) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and is continuing, the principal of, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the type described in Sections 6.01(f) or (gNotes on the date of such declaration), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any Notes. The Issuer is required to provide an Officers' Certificate to declaration or other act on the part of the Trustee promptly upon the Issuer obtaining knowledge of or any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolders.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company or the Guarantor specified in Sections 6.01(f) clause (8) or (g)9) shall occur of Section 8.1) occurs and be is continuing, 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 at maturity of outstanding Notes may declare the Accreted Value of, premiumplus interest (including Additional Interest, if any, ) accrued and accrued interest unpaid through the date of such declaration on, and Accreted Value of, all the Notes Securities then outstanding to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon upon any such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, ondeclaration, and Accreted Value of, the outstanding Notes same shall thereupon become and be immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuingCompany or the Guarantor specified in clause (8) or (9) of Section 8.1 occurs, then all unpaid principal of, premium, if any, and plus accrued and unpaid interest on (including Additional Interest, if any) on, all of the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In The Holders of a majority in aggregate Principal Amount of the event of Securities then outstanding, or the Holders originally causing the acceleration by notice to the Trustee, may rescind an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred Securities and is continuing, the acceleration declaration shall be automatically annulled if its consequences before a judgment or decree for the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured money has been obtained 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 Trustee if (a) the annulment of the acceleration of the Notes rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (b) all existing Events of Default, except other than the nonpayment of principalthe principal of, premium or plus accrued and unpaid interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphon, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest Securities 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 waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.6 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f6.01(5) or (gSection 6.01(6) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In the event of an acceleration declaration of the Notes because an If any other Event of Default described in Section 6.01(d) has occurred shall occur and is be continuing, the acceleration declaration shall Trustee or the Holders of at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of, premium, if any, and accrued interest on all the Securities to be automatically annulled due and payable by notice in writing to the Company and, if given by Holders, to the payment default or other default triggering such Trustee specifying the respective Event of Default pursuant to Section 6.01(d) and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same 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 become immediately due 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 waivedpayable. At any time after a declaration of acceleration with respect to the Notes Securities as described in the two preceding paragraphparagraphs, the Holders of a majority in principal amount at maturity of the then outstanding Notes Securities may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer 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 Sections 6.01(fSection 6.01(5) or (gSection 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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default Notes shall become due and that it is a "notice of acceleration." Upon such notice of accelerationpayable immediately, the Accreted Value of and together with all accrued and unpaid interest, Additional Interest, if any, onand premium, and Accreted Value ofif any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) payable without further action or (g) above notice, together with respect to the Issuer occurs all accrued and is continuingunpaid interest, then all unpaid principal ofAdditional Interest, if any, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderthereon. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except with respect to nonpayment of principal principal, interest, premium or interest Additional Interest, if any, that has have 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 If an Event of Default occurs by reason of any willful action (or impair any right consequent thereto. The Holders inaction) taken (or not taken) by or on behalf of a majority in principal amount at maturity an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then outstanding had elected to redeem the Notes may waive any existing Default or pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default under this Indentureoccurs prior to March 1, and its consequences, except a default in 2011 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with the payment intention of avoiding the prohibition on redemption of the principal of or premiumNotes prior to that date, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate then the premium specified in Section 3.07(a) with respect to the Trustee promptly first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and payable to the extent permitted by law upon the Issuer obtaining knowledge acceleration of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofNotes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(a)(v) or (g)above with respect to the Company) shall occur have occurred and be continuingcontinuing and is known to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in principal amount at maturity aggregate Principal Amount of outstanding Notes the then Outstanding Securities of that series, by written notice to the Company and the Trustee, may declare the Accreted Value of, unpaid principal of (and premium, if any, ) and any accrued and unpaid interest on, and Accreted Value of, on all the Notes Securities of the affected series to be immediately due and payable immediately by payable. Any such notice in writing to shall specify the Issuer (and if given by the Holders, the Trustee) specifying the respective Events Event of Default and that it is a "notice “Notice of accelerationAcceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. ” If an Event of Default specified in Section 6.01(f) or (g6.01(a)(v) above occurs with respect to the Issuer occurs and is continuingCompany, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration further notice or other act action 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 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 such a declaration of acceleration with respect to the Notes Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article VI provided, the Holders of a majority in principal amount at maturity Principal Amount of the then outstanding Notes Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequencesconsequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (1A) if all overdue interest on all of the rescission would not conflict with any judgment or decreeSecurities of that series; (2B) if all existing Events the principal of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawfuland premium, if interest on overdue installments any, on) Securities of interest and overdue principal, that series which has become due otherwise than by such declaration of acceleration, has been paidacceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of that series; (4C) if to the Issuer has paid extent that payment of such interest is lawful, interest upon overdue interest at the Trustee its reasonable compensation and reimbursed rate or rates prescribed therefor in the Trustee for its expenses, disbursements and advancesSecurities of that series; and (5D) in all sums paid or advanced by the event Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the cure or waiver of an Event Trustee and its agents and counsel and (ii) all Events of Default with respect to the Securities of that series, other than the non-payment of the type described in Sections 6.01(f) or (g)principal of the Securities of that series which have become due solely by such declaration of acceleration, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (f) or (g)) shall occur of Section 6.01 hereof with respect to the Company or the Issuer) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value principal of, premium, if any, and accrued interest on, and Accreted Value ofAdditional Amounts, if any, with respect to all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the HoldersCompany, the Trustee) Issuer and the Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice ” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of accelerationan acceleration under the Credit Facilities or five Business Days after receipt by the Company, the Accreted Value Issuer and the Representative under the Credit Facilities of and accrued and unpaid interest, such Acceleration Notice but only if any, on, and Accreted Value of, the outstanding Notes shall become due and payablesuch Event of Default is then continuing. If an Event of Default specified in Section 6.01(fclause (f) or (g) above of Section 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of, premiumand premium and Additional Amounts, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) if all existing Events of Default have been cured or waived except nonpayment of principal or Additional Amounts, if any, or interest that has become due solely because of the acceleration; , (3iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest interest, overdue principal and overdue principalAdditional Amounts, if any, which has become due otherwise than by such declaration of acceleration, has been paid; , (4iv) if either the Company or the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and and (5v) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclause (f) or (g)) of Section 6.01 hereof, the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (9) or (g)10) shall occur of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries (other than Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company (other than the Exempt Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payableimmediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium or Liquidated Damages, if any, 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 If an Event of Default occurs on or impair after December 15, 2008 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to December 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and its consequencesbe immediately due and payable in an amount, except for each of the years beginning on December 15 of the years set forth below, as set forth below (expressed as a default in the payment percentage of the principal amount of or premium, if any, or interest the Notes on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.this sentence): YEAR PERCENTAGE ---- ---------- 2003....................................................... 108.0% 2004....................................................... 107.2% 2005....................................................... 106.4% 2006....................................................... 105.6% 2007....................................................... 104.8%

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(g) or (g)h) with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes may declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes same shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) above with respect to the Issuer 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 ipso 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: consequences (1a) if the rescission would not conflict with any judgment or decree; , (2b) 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; , (3c) 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; , (4d) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and advances and (5e) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclauses (g) or (g)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 Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default under Section 6.1 hereof (other than an Event of Default specified in Sections 6.01(fSection 6.1(v) or (g)vi) with respect to the Issuers) shall occur and be continuing, the Trustee or acting at the written direction of the Holders of at least 2530% in aggregate principal amount at maturity of the then-outstanding Notes may declare the Accreted Value of, premium, if any, principal of the Notes and any accrued interest on, and Accreted Value of, all on the Notes to be due and payable immediately by notice in writing to the Issuer (Issuers and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." ,” and the same shall become immediately due and payable. Upon such notice declaration of acceleration, the Accreted Value of aggregate principal amount of, and accrued and unpaid interest, if any, on, and Accreted Value of, interest on all of the outstanding Notes shall ipso facto become and be immediately due and payablepayable in cash without any declaration or other act on the part of the Trustee or any Holder of the Notes. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. If an Event of Default specified in Section 6.01(f6.1(v) or (gvi) above with respect to the Issuer Issuers occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of the Notes. In The Required Holders by written notice to the event Trustee may on behalf of an acceleration declaration the Holders of all of the Notes because an waive any existing Default or 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration its consequences under this Indenture and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, 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 Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its costs, expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fSection 6.1(v) or (gvi), the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to immediately. Notwithstanding the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interestforegoing, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclause (vii) or (gviii) above of Section 6.01 hereof occurs with respect to the Issuer occurs and is continuingCompany, then 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 unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 If an Event of Default occurs by reason of any willful action (or impair any right consequent thereto. The Holders of a majority in principal amount at maturity inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the 57 Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to December 1, and its consequences, except a default in the payment 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on December 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate amount to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.this sentence): YEAR PERCENTAGE ---- ---------- 1998................................ 114.000% 1999................................ 112.250% 2000................................ 110.500% 2001................................ 108.750% 2002................................ 107.000%

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(fclause (5) or (g)of the first paragraph of Section 6.01 with respect to the Company) shall occur and be continuing, the Trustee Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 2530% in aggregate principal amount at maturity of outstanding Notes may may, and the Trustee at the written request of such Holders shall, declare the Accreted Value of, premium, if any, principal of and accrued and unpaid interest on, and Accreted Value of, on all the outstanding Notes to be due and payable immediately by notice in writing to the Issuer Company and (and if the notice is given by Holders) to the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon ,” and, upon such notice of accelerationa declaration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become immediately due and payable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) above 6.01 with respect to the Issuer Company occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after any such acceleration, the 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 of a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of an acceleration declaration of the Notes because an Event of Default described specified in clause (4) of the first paragraph of Section 6.01(d) 6.01 has occurred and is continuing, the acceleration declaration of the Notes shall be automatically annulled rescinded and cancelled if (a) within 60 days after such acceleration of the payment default or other default triggering 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 pursuant to Section 6.01(d) or an Acceleration shall have occurred and shall be continuing shall be less than the greater of $200.0 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 by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness, the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (ab) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (bc) all existing Events of Default, except other than nonpayment of principal, premium the principal of or interest on the Notes that became shall have become due solely because of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration No rescission of acceleration with respect to of the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) pursuant 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 this Section 6.02 shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(f6.01(g) or (g)6.01(h) with respect to the Issuer or the Company) shall occur have occurred and be continuing, the Trustee or acting at the direction of the registered Holders of at least 25not less than 30% in aggregate principal amount at maturity of Notes then outstanding may, by notice to the Issuer, declare to be immediately due and payable the principal amount of all the Notes may declare the Accreted Value ofthen outstanding, premiumplus accrued but unpaid interest and Additional Amounts, if any, to the date of acceleration. Upon such a declaration, such principal and accrued interest onand Additional Amounts, and Accreted Value ofif any, all the Notes to shall be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payableimmediately. If an Event of Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) above with respect to the Issuer occurs and is continuingor the Company occurs, then all unpaid the principal of, premium, if any, of and accrued and unpaid interest and Additional Amounts, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Holdersuch acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, by notice to the Trustee and the Issuer, rescind and annul any declaration of acceleration (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived (other than nonpayment of principal, premium, or interest and Additional Amounts, if any, that has become due solely because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of an a declaration of acceleration declaration of the Notes solely because an Event of Default described in Section 6.01(d6.01(e) above has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically rescinded and annulled if the Event of Default or payment default or other default triggering such Event of Default pursuant to Section 6.01(d6.01(e) shall be remedied or cured by the Issuer Company or a Restricted Subsidiary of the Company (including the Issuer) or waived by the holders Holders of the relevant Indebtedness Debt within 20 days 30 Business Days after the declaration of acceleration declaration with respect thereto and if (a) the rescission and 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 obtained by the Trustee for the payment of amounts due on the Notes. Any notice of Event of Default, except nonpayment notice of principalacceleration or instruction to the Trustee to provide a notice of Event of Default, premium notice of acceleration or interest on to take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not, or, in the case such Holder is DTC or Euroclear or Clearstream (as applicable, the “Relevant Clearing System”) or the Relevant Clearing System’s nominee, that such Holder is being instructed solely by beneficial owners that are not, Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes that became due solely because are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Relevant Clearing System or the Relevant Clearing System’s nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Relevant Clearing System or the Relevant Clearing System’s nominee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, have been cured the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or waived. At any time after a declaration of acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind such Default shall be automatically stayed and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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 period with respect to such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair shall be automatically reinstituted and any right consequent thereto. The Holders remedy stayed pending a final and non-appealable determination of a majority in principal amount at maturity court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the then outstanding Notes may waive any existing Default or Event of Default under this IndentureNotes, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate provides to the Trustee promptly upon an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the Issuer obtaining knowledge of cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default (that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded, and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided that the Issuer shall such Noteholder Direction would have been insufficient to validly provide such certification at least annually whether or not they know of Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any Default or Event of Default) indemnity such Directing Holder may have offered the Trustee), with the effect that has occurred and, if applicable, describe such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the status thereofTrustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by immediately; provided, however, that, so long as any Designated Senior Debt shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Designated Senior Debt or (ii) five business days after the giving of written notice in writing to the Issuer (Company and if given by the Holdersrepresentatives under the Designated Senior Debt of such acceleration. Notwithstanding the foregoing, in the Trustee) specifying the respective Events case of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclauses (h) or (gi) above of Section 6.01, all outstanding Notes will become due and payable without further action or notice. In the event of any Event of Default specified in clause (e) of Section 6.01, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of this Indenture or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default. 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 respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the Issuer occurs and is continuingoptional redemption provisions of Section 3.07(a) hereof, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes an equivalent premium shall ipso facto also become and be immediately due and payable without any declaration or other act on to 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 Event of Default pursuant to Section 6.01(d) shall be remedied or cured extent permitted 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 law upon the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of If an Event of Default occurs prior to September 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described in Sections 6.01(f) or (g), Company with the Trustee shall have received an Officers' Certificate and an Opinion intention of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity avoiding the prohibition on redemption of the Notes prior to September 15, 2002, then outstanding the amount payable in respect of such Notes may waive any existing Default or Event for purposes of Default under this Indentureparagraph for each of the twelve-month periods beginning on September 15 of the years indicated below shall be set forth below, and its consequences, except a default in the payment expressed as percentages of the principal amount that would otherwise be due but for the provisions of or premiumthis sentence, plus accrued and unpaid interest and Liquidated Damages, 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 date of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.payment: Year Percentage ---- ---------- 1997................................................... 110.375% 1998................................................... 109.338% 1999................................................... 108.300% 2000................................................... 107.263% 2001................................................... 106.225%

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(e) or (g)f) shall occur with respect to the Issuer) occurs and be is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount at maturity of outstanding Notes by written notice to the Issuer and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued but unpaid interest, if any, on all the Notes to be due and unpaid payable. Upon such a declaration, such principal and interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or (f) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Notes by notice to the Trustee may rescind and cancel any such declaration acceleration with respect to the Notes and its consequences: consequences (1) if the rescission would not conflict with including any judgment or decree; Default under clause (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fa) or (gb) of Section 6.01 that directly resulted from such acceleration), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders In the event of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenturespecified in Section 6.01(d), such Event of Default and its consequencesall consequences thereof (including, except a default in without limitation, the payment declaration of acceleration of the principal of Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or premiumthe Holders, if anywithin 30 days after such Event of Default arose, or interest on any Notes. The the Issuer is required to provide delivers an Officers' Officer’s Certificate to the Trustee promptly upon stating that (x) the Issuer obtaining knowledge of any Default Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (provided that y) the Issuer shall provide holders thereof have rescinded or waived the acceleration, default, notice or action (as the case may be) giving rise to such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and or (z) the status thereofdefault or acceleration that is the basis for such Event of Default has been cured or waived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (l) or (g)m) of Section 6.01 hereof, with respect to any Material Entity, all outstanding Notes shall occur become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, 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 If an Event of Default occurs on or impair after November 1, 2006 by reason of any right consequent thereto. The Holders willful action or inaction taken or not taken by or on behalf of a majority in principal amount at maturity either Issuer, any Restricted Entity, any Restricted Subsidiary of Xxxx Las Vegas or any Restricted Entity, any Guarantor, the Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to November 1, 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 Xxxx Las Vegas or any Restricted Entity, any Guarantor, the 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, upon acceleration of the Notes, an additional premium shall also become and its consequencesbe immediately due and payable in an amount, except for each of the years beginning on November 1 of the years set forth below, as set forth below (expressed as a default in the payment percentage of the principal amount of or premium, if any, or interest the Notes on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default this sentence): 2003 15.0 % 2004 14.0 % 2005 and the status thereof.thereafter 13.0 %

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(a)(7) or (g)with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount at maturity of outstanding Outstanding Notes may declare the Accreted Value of, unpaid principal of (and premium, if any, ) and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be immediately due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f6.1(a)(7) or (g) above occurs with respect to the Issuer occurs and is continuingCompany, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will 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 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 the Notes as described in the preceding paragraphparagraph (a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;; and (4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(f) or (g), the Trustee shall have received an Officers' Certificate including counsel fees and an Opinion of Counsel that such Event of Default has been cured or waivedexpenses. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in paragraph (e) of Section 6.01(f) or (g) above 6.01 occurs with respect to the Issuer occurs Company and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In the event of an acceleration declaration of the Notes because an If any other Event of Default described in Section 6.01(d) has occurred shall occur and is be continuing, the acceleration declaration shall Trustee or the Holders of at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of and accrued interest on such Securities to be automatically annulled if due and payable by notice in writing to the payment default or other default triggering such Company and the Trustee specifying the respective Event of Default pursuant to Section 6.01(d) and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same 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 become immediately due 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 waivedpayable. At any time after a declaration of acceleration with respect to the Notes Securities as described in the two preceding paragraphparagraphs, the Holders of a majority in principal amount at maturity of the then outstanding Notes Securities may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer 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 Sections 6.01(fclause (i) or (g)ii) of paragraph (f) of Section 6.01, if the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified described in Sections 6.01(fclause (7) or (g)8) of Section 6.1 with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 2530% in principal amount at maturity of the outstanding Notes by written notice to the Company and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described specified in clause (4) of Section 6.01(d) 6.1 has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other payment default triggering such Event of Default pursuant to Section 6.01(dclause (4) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 20 30 days after the declaration of acceleration declaration with respect thereto and if if: (a1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. At any time after a declaration If an Event of acceleration Default described in clause (7) or (8) above with respect to the Notes as described in the preceding paragraphCompany occurs and is continuing, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawfulof, 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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any Notes. The Issuer is required to provide an Officers' Certificate to declaration or other act on the part of the Trustee promptly upon the Issuer obtaining knowledge of or any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolders.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (7) or (g)) shall occur 8) of Section 6.01 hereof, with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 If an Event of Default occurs on or impair after December 15, 2006 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default pursuant to Section 3.07(c) hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default under this Indentureoccurs prior to December 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and its consequencesbe immediately due and payable in an amount, except for each of the years beginning on December 15 of the years set forth below, as set forth below (expressed as a default in the payment percentage of the principal amount of or premium, if any, or interest the Notes on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.this sentence): YEAR PERCENTAGE ---- ---------- 2001..................................................... 112.332% 2002..................................................... 110.791% 2003..................................................... 109.249% 2004..................................................... 107.708% 2005..................................................... 106.166%

Acceleration. If an Event of Default (other than an Event of Default specified described in Sections 6.01(fSection 6.01(6) or (g7)) shall occur have occurred and be continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount at maturity of the Notes then outstanding may by written notice to the Company declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid to the date of acceleration (1) and such amounts shall become immediately due and payable or (2) if there are any amounts outstanding under or in respect of the Credit Agreement, shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Credit Agreement or five Business Days after receipt by the Company and the representative under or in respect of the Credit Agreement of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Majority Holders may declare rescind and annul such acceleration and its consequences if: (1) the Accreted Value ofrecission would not conflict with judgment or decree, (2) all Events of Default, other than nonpayment of principal, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;, have been cured or waived as provided in this Indenture, (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, principal which has become due otherwise than by such declaration of acceleration, has been paid;, (4) if the Issuer 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 Sections 6.01(fclause (5) or (g)of Section 6.01, the Trustee shall have received an Officers' Certificate and an Opinion opinion of Counsel counsel that such Event of Default has been cured or waived. No such rescission recission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or In case an Event of Default under this Indenturedescribed in Section 6.01(6) or (7) shall occur, the principal, premium and its consequences, except a default in the payment interest amount with respect to all of the principal Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or premiumthe Holders. In addition, 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 within 60 days after such Event of Default described in Section 6.01 (provided 6) or (7) arose (x) the Indebtedness that is the Issuer shall provide basis for such certification at least annually whether Event of Default has been discharged, or not they know of any Default (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (z) the default in respect of such Indebtedness that is the basis for such Event of Default has occurred andbeen cured, if applicable, describe the declaration of acceleration of the Notes referred to in the preceding clause and such Default or Event of Default and the status thereofconsequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, and be of no further effect.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(a)(7) or (g)with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount at maturity of outstanding Outstanding Notes may declare the Accreted Value of, unpaid principal of (and premium, if any, ) and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be immediately due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. ” If an Event of Default specified in Section 6.01(f6.1(a)(7) or (g) above occurs with respect to the Issuer occurs and is continuingCompany, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will 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 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 the Notes as described in the preceding paragraphparagraph (a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;; and (4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in 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 rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (l) or (g)m) of Section 6.01 hereof, with respect to any Material Entity, all outstanding Notes shall occur become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, 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 If an Event of Default occurs on or impair after , 2006 by reason of any right consequent thereto. The Holders willful action or inaction taken or not taken by or on behalf of a majority in principal amount at maturity either Issuer, any Restricted Entity, any Restricted Subsidiary of Xxxx Las Vegas or any Restricted Entity, any Guarantor or any of their respective Subsidiaries with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to , 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 Xxxx Las Vegas or any Restricted Entity, any Guarantor or any of their respective Subsidiaries with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and its consequencesbe immediately due and payable in an amount, except for each of the years beginning on of the years set forth below, as set forth below (expressed as a default in the payment percentage of the principal amount of or premium, if any, or interest the Notes on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default this sentence): 2003 % 2004 % 2005 and the status thereof.thereafter %

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(6) or (g)7) shall occur with respect to the Company) occurs and be continuingis continuing and has not been waived pursuant to Section 6.04, then the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value principal of, premium, if any, and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "notice of acceleration." Upon such notice of acceleration, (the Accreted Value of and accrued and unpaid interest, if any, on"Acceleration Notice"), and Accreted Value of, the outstanding Notes 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. (b) If an Event of Default specified in Section 6.01(f6.01(6) or (g7) above occurs and is continuing with respect to the Issuer occurs and is continuingCompany, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (c) In the event case of an acceleration declaration of the Notes because an any Event of Default described in Section 6.01(doccurring by reason of any willful action (or inaction) has occurred and is continuing, taken (or not taken) by or on behalf of the acceleration declaration shall be automatically annulled Company with the intention of avoiding payment of any premium that the Company would have had to pay if the payment default or other default triggering such Event of Default Company then had elected to redeem the Notes pursuant to Section 6.01(dParagraph 7(a) 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 then the Notes becoming due and 251 -71- payable pursuant to Section 6.01(a) or waived. (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 as described in the preceding paragraphaccordance with Section 6.02(a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) 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; , (3iii) 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; , (4iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and advances and (5v) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fSection 6.01(6) or (g7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(e) or (g)f) shall occur with respect to the Issuer) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given the Trustee in the case of a notice provided by the Holders), may declare the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and but unpaid interest on all of the outstanding Notes to be due and payable. Upon such a declaration, such principal and interest shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of 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. The Holders Notwithstanding the foregoing, in the case of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or an Event of Default arising under this IndentureSection 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 February 15, 2019 the amount of principal of, and its consequencesaccrued and unpaid interest and premium on, except the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to Paragraph 6 of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption pursuant to Paragraph 6 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a default in result of an Event of Default prior to February 15, 2019, the payment amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 6 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or premiumotherwise become due prior to their maturity date, if anyin 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 interest on (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 Notesother 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 required 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 provide pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers' ’ Certificate to the Trustee promptly upon stating that (x) the Issuer obtaining knowledge of any Default Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (provided that y) the Issuer shall provide requisite number of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and or (z) the status thereofdefault that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Sections 6.01(fclauses (i) or (g)j) shall occur of Section 8.01) occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, declare the Accreted Value all unpaid principal of, premiumplus interest (including Additional Interest, if any, ) accrued and accrued interest unpaid through the date of such declaration on, and Accreted Value of, all the Notes Securities then outstanding to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon upon any such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, ondeclaration, and Accreted Value of, the outstanding Notes same shall thereupon become and be immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuingCompany specified in clause (i) or (j) of Section 8.01 occurs, then all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all of the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In The Holders of a majority in aggregate principal amount of the event of Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred Securities and is continuing, the acceleration declaration shall be automatically annulled if its consequences before a judgment or decree for the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured money has been obtained 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 Trustee if (a) the annulment of the acceleration of the Notes rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (b) all existing Events of Default, except other than the nonpayment of principalthe principal of, premium or plus accrued and unpaid interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphon, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest Securities 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 waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (Default, other than an Event of Default specified in Sections 6.01(funder Section 6.01(h) or (g)i) shall occur with respect to the Company, occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at maturity the request of outstanding Notes may such Holders shall, declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, all on the Notes to be immediately due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is payable. Upon a "notice of acceleration." Upon such notice declaration of acceleration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall interest will become immediately due and payable. If an Event of Default specified in under Section 6.01(f6.01(h) or (gi) above occurs with respect to the Issuer occurs and is continuingCompany, then all unpaid the principal of, premium, if any, of and accrued and unpaid interest on all of the Notes then outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (i) 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 the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Except as otherwise provided in this section or Section 9.02 below, the Holders of a majority in principal amount of the outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described in under Section 6.01(d6.01(f) has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other payment default triggering such Event of Default pursuant to Section 6.01(d6.01(f) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 20 30 days after the declaration of acceleration declaration with respect thereto and if (a1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive direct the time, method and place of conducting any existing Default proceeding for any remedy available to the Trustee or Event of Default under exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and its consequencesmay take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will send notice of the Default to each Holder within 90 days of the Trustee’s receipt of notice of the Default, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to Note, the Trustee promptly upon may withhold the Issuer obtaining knowledge notice if and so long as the Trustee in good faith determines that withholding the notice is in the interest of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolders.

Acceleration. If an any Event of Default occurs (other than an Event of Default specified in Sections 6.01(fclause (viii) or (g)ix) shall occur of Section 6.01 hereof with respect to the Company) and be is continuing, the Trustee Trustee, upon request of the Holders of at least 25% in principal amount of the Notes then outstanding, or the Holders of at least 25% in principal amount at maturity of the Notes then outstanding Notes may declare the Accreted Value principal of, premiumpremium and accrued interest and Liquidated Damages, if any, and accrued interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it such notice is a "notice of acceleration." Upon (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or (y) five Business Days after receipt by the Company and the Representative under the Credit Agreement of such notice Acceleration Notice but only if such Event of acceleration, Default is then continuing. Notwithstanding the Accreted Value of and accrued and unpaid interestforegoing, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclause (viii) or (gix) above of Section 6.01 hereof occurs with respect to the Issuer occurs and is continuingCompany, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes by written notice to the Trustee may on behalf of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 If an Event of Default occurs on or impair after April 1, 2004 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Company in bad faith with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 Exchange Indenture or in the Notes to the contrary notwithstanding. If an Event of Default under this Indentureoccurs prior to April 1, and its consequences, except a default in the payment 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company in bad faith with the intention of avoiding the prohibition on redemption of the Notes prior to April 1, 2004, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate amount to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.this sentence): Year Percentage ---- ---------- 1999...............................................113.9220% 2000...............................................112.3751% 2001...............................................110.8282% 2002...............................................109.2813% 2003...............................................107.344%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(a)(7) or (g)Section 6.1(a)(8) above) shall occur and be continuing, the Trustee or may, and shall upon the request of Holders of at least 25% in principal amount at maturity of outstanding Notes may Outstanding Notes, declare the Accreted Value of, unpaid principal of (and premium, if any, ) and accrued and unpaid interest on, and Accreted Value of, on all the Notes to be immediately due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." ” Upon such notice a declaration of acceleration, the Accreted Value such principal of (and premium, if any) and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.1(a)(7) or (gSection 6.1(a)(8) above occurs with respect to the Issuer occurs and is continuingCompany or any Restricted Subsidiary, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will 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 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 the Notes as described in the preceding paragraphSection 6.2(a), the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;; and (4) if the Issuer 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 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 will affect any subsequent Default or Event of Default or impair any right consequent rights relating thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(f) or (g)) shall occur with respect to the Company) occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 2551% in principal amount at maturity of the outstanding Notes Securities by written notice to the Company and the Trustee, may declare the Accreted Value of, premium, if any, all unpaid principal and accrued and unpaid interest on, and Accreted Value of, on all the Notes Securities to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f6.1(f) or (g) above with respect to the Issuer occurs and is continuingCompany occurs, then all the unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. In Upon payment in full of such amounts and all other amounts to which the event Trustee or any Holder is entitled under this Indenture or the Securities, all of the Company's obligations under the Securities and this Indenture shall terminate. The Holders of a majority in principal amount of the Securities then outstanding by written notice to the Trustee may rescind 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 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 its consequences 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 (bi) all existing Events of Default, except nonpayment other than the non-payment of principalthe, premium or principal of and interest on the Notes that became Securities and of interest on defaulted interest which has become due solely because by such declaration of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3ii) to the extent the payment of such interest is lawful, if interest on overdue installments of accrued and unpaid interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; , (4iii) if the Issuer has paid rescission would not conflict with any judgment or decrees of a court of competent jurisdiction and (iv) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its expenses, disbursements and advancesunder Section 7.7 have been made; 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 but no such rescission shall extend to or affect any subsequent Default or Event of Default or impair any right consequent Consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections Section 6.01(f) or (g)) shall occur with respect to BP I, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Senior Subordinated Notes by notice to the Trustee and the Issuers may declare the Accreted Value principal of, premium, if any, and accrued but unpaid interest on, and Accreted Value of, on all the Senior Subordinated Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." payable. Upon such notice of accelerationa declaration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become interest will be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to BP I, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the Issuer occurs principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Senior Subordinated Notes by notice to the Trustee may rescind and cancel any such declaration acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of 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. The Holders In the event of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenturespecified in Section 6.01(e), such Event of Default and its consequencesall consequences thereof (excluding, except a default in however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the payment of Trustee or the principal of or premiumHolders, if any, or interest on any Notes. The Issuer is required to provide within 20 days after such Event of Default arose the Issuers deliver an Officers' ’ Certificate to the Trustee promptly upon stating that (x) the Issuer obtaining knowledge of any Default Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (provided that y) the Issuer shall provide holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and or (z) the status thereofdefault 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 Senior Subordinated Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 7.01(5) or (g6)) shall occur occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal Principal amount at maturity of outstanding the Notes may then Outstanding may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the Accreted Value of, premium, if any, all unpaid Principal of and accrued interest on, and Accreted Value of, all to the date of acceleration on the Notes then Outstanding (if not then due and payable) to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersupon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f7.01(5) or (g6) above with respect to the Issuer occurs and is continuingoccurs, then all unpaid principal of, premium, if any, Principal and accrued and unpaid interest on all of the outstanding Notes then Outstanding shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderNoteholder. In the event The Holders of an acceleration declaration a majority in Principal amount of the Notes because then Outstanding by notice to the Trustee may rescind an Event of Default described in Section 6.01(d) has occurred acceleration and is continuing, the acceleration declaration shall be automatically annulled if the payment default or other default triggering such 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 its consequences 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 (bi) all existing Events of Default, except nonpayment other than the non-payment of principal, premium or interest on the Principal of the Notes that became which has become due solely because by such declaration of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: ; (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3ii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principalPrincipal, which has become due otherwise than by such declaration of acceleration, has been paid; ; (4iii) if the Issuer has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee its reasonable compensation and reimbursed any predecessor Trustee under Section 9.07 have been made. Anything herein contained to the Trustee for its expensescontrary notwithstanding, disbursements and advances; and (5) in the event of any acceleration pursuant to this Section 7.02, the cure or waiver of an Event of Default Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Notes pursuant to paragraph 5 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 waivedNotes. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofthereon.

Acceleration. If an Event of Default (other than an Event of Default specified described in Sections 6.01(fclause (7) or (g)8) of Section 6.1 with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Issuer or the Holders of at least 2530% in principal amount at maturity of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described specified in clause (4) of Section 6.01(d) 6.1 has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other payment default triggering such Event of Default pursuant to Section 6.01(dclause (4) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 20 30 days after the declaration of acceleration declaration with respect thereto and if if: (a1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. At any time after a declaration If an Event of acceleration Default described in clause (7) or (8) above with respect to the Notes as described in the preceding paragraphCompany occurs and is continuing, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawfulof, 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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any Notes. The Issuer is required to provide an Officers' Certificate to declaration or other act on the part of the Trustee promptly upon the Issuer obtaining knowledge of or any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolders.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (7) or (g)) shall occur 8) of Section 6.01 hereof, with respect to the Issuer, the Parent, any Restricted Subsidiary of the Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Parent 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, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences: (1) consequences hereunder, if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal of, premium on, if any, or interest interest, if any, on the Notes 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 If an Event of Default occurs on or impair after August 15, 2015 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to August 15, and its consequences, except a default in the payment 2015 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the principal Issuer with the intention of or premiumavoiding the prohibition on redemption of the Notes prior to such date, if anythen, or interest on any upon acceleration of the Notes. The Issuer is required to provide an Officers' Certificate , the Applicable Premium shall also become and be immediately due and payable, to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofextent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (g) or (g)h) shall occur of Section 6.01 hereof with respect to the Company) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may may, only on the terms and subject to the conditions set forth in the Collateral Agency Agreement, direct the Trustee to declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given immediately; provided, that so long as any Senior Indebtedness shall be outstanding, such acceleration shall not be effective until five Business Days after receipt by the HoldersCompany and the lender under any Senior Indebtedness of written notice of such acceleration. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(fclause (f) or (g) above of Section 6.01 hereof occurs with respect to the Issuer occurs Company, (i) all outstanding Notes shall, ipso facto, be due and is continuingpayable immediately without further action or notice and (ii) the Company shall promptly notify the Trustee of such Event of Default (although the Notes shall become due and payable immediately upon the occurrence of such Event of Default as specified in clause (i) regardless of whether the Company so notifies the Trustee). The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, then all unpaid principal of, interest or premium, if any, and accrued and unpaid interest on all that has become due solely because of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration acceleration) have been cured or other act on the part of the Trustee or any Holder. In waived, provided that, in the event of an a declaration of acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in clause (d) of Section 6.01 hereof, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment default or other default triggering such 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 any Indebtedness described in clause (d) of Section 6.01 hereof have rescinded the relevant declaration of acceleration in respect of such Indebtedness within 20 30 days after of the acceleration date of such declaration with respect thereto and if (ai) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) all existing Events of Default, except nonpayment non-payment of principal, premium principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (9) or (g10) of Section 6.01(a)) shall occur occurs and be is continuing, unless the principal of all the Notes has already become due and payable, the U.S. Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may by written notice to the Company and the U.S. Trustee, may, and the U.S. Trustee at the request of such Holders shall, declare the Accreted Value ofprincipal, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, on all the outstanding Notes shall become to be due and payable. If Upon such declaration, such principal, premium, if any, and interest, if any, will be due and payable immediately. The U.S. Trustee shall have no obligation to accelerate the Notes if and so long as it, in good faith, determines acceleration is not in the interests of the Holders. (b) Notwithstanding the foregoing, in case an Event of Default specified in Section 6.01(funder clause (9) or (g10) above with respect to the Issuer of Section 6.01(a) occurs and is continuing, then all unpaid the principal of, premium, if any, and accrued and unpaid interest paid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the U.S. Trustee or any Holder. In the event Holders. (c) The Holders of an acceleration declaration a majority in principal amount of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the may rescind any such acceleration declaration shall be automatically annulled if the payment default or other default triggering such 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 to the Notes and its consequences if (a1) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the such Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived or otherwise remedied except nonpayment of principal of or interest interest, if any, on all Notes 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. The Holders , that have become due solely by such declaration of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default acceleration, have been cured or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofwaived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Sections 6.01(fclause (8) of Section 6.01(a) or (g)with respect to the Company) shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount at maturity of the outstanding Notes may declare the Accreted Value of, premium, if any, principal of the Notes and any accrued interest on, and Accreted Value of, all on the Notes to be due and payable immediately by a notice in writing to the Issuer Company (and to the Trustee if given by the Holders); provided, the Trustee) specifying the respective Events of Default and however, that it is after such acceleration, but before a "notice of acceleration." Upon such notice of judgment or decree based on acceleration, the Accreted Value Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and accrued annul such acceleration if all Events of Default, other than the non-payment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture, if (1) the rescission would not conflict with any judgment or decrees and unpaid (2) all existing Events of Default, other than the non-payment of principal of, premium on, of any, or interest, if any, on, and Accreted Value of, on the outstanding Notes shall that have become due and payable. If an Event solely by such declaration of Default specified in Section 6.01(facceleration, have been cured or waived. (b) or (g) above with respect to the 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 ipso 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 a declaration of acceleration declaration of the Notes solely because an Event of Default described in clause (6) of Section 6.01(d6.01(a) has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically rescinded and annulled if the payment event of default or other payment default triggering such Event of Default pursuant to clause (6) of Section 6.01(d6.01(a) shall be remedied or cured by the Issuer Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness Debt within 20 days Business Days after the declaration of acceleration declaration with respect thereto and if (a) the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction that may have been obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default described in clause (8) of Section 6.01(a) occurs with respect to the Company, the principal of and (b) all existing Events of Default, except nonpayment of principal, premium or any accrued interest on the Notes that became then outstanding shall ipso facto become immediately due solely because and payable without any declaration or other act on the part of the acceleration of the Notes, have been cured Trustee or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofHolder.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (9) or (g)10) shall occur of Section 6.01 hereof, with respect to the Parent or any of its Restricted Subsidiaries, 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, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes Notes, by written notice to the Parent (and to the Trustee if the written notice is given by Holders) may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice in writing to the Issuer (Parent and the Trustee may, on behalf of all of the Holders of all the Notes, waive all past Defaults and rescind and annul an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if given by the Holders, the Trustee) specifying the respective all existing Events of Default and that it is a "notice (except nonpayment of acceleration." Upon such notice of accelerationprincipal of, the Accreted Value of and accrued and unpaid premium on, if any, or interest, if any, on, and Accreted Value of, on the outstanding Notes shall that has become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all solely because of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration of acceleration) have been cured or other act on the part of the Trustee or any Holderwaived. In the event of an any declaration of acceleration declaration of the Notes because an Event of Default described specified in Section 6.01(d6.01(5) hereof has occurred and is continuing, the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment event of default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary cured, or waived by the holders of the relevant Indebtedness Debt within 20 30 days after the declaration of acceleration declaration with respect thereto and if (ai) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(e) or (g)f) shall occur with respect to the Issuer) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes by notice to the Issuer (and the Trustee in the case of a notice provided by the Holders), may declare the Accreted Value principal of, premium, if any, premium (including the Applicable Premium) and accrued but unpaid interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." payable. Upon such notice of accelerationa declaration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount at maturity of the then outstanding Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of 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. The Holders Notwithstanding the foregoing, in the case of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or an Event of Default arising under this IndentureSection 6.01(e) or (f), all outstanding Notes will become due and its consequencespayable without further action or notice. If the Notes are accelerated or otherwise become due prior to September 30, except 2022 for any reason (including the acceleration of claims by operation of law), in each case, as a default in result of an Event of Default, the payment 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 or premium, if any, or the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 6 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to September 30, 2022, in each case, in respect of any NotesEvent of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f) (including the acceleration of claims by operation of law)), the Applicable Premium with respect to an optional redemption pursuant to Paragraph 6 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium (including the Applicable Premium) payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium (including the Applicable Premium) shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM (INCLUDING THE APPLICABLE PREMIUM) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium (including the Applicable Premium) is required reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium (including the Applicable Premium) shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to provide pay the premium (including the Applicable Premium); and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium (including the Applicable Premium) to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers' ’ Certificate to the Trustee promptly upon stating that (x) the Issuer obtaining knowledge of any Default Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (provided that y) the Issuer shall provide requisite number of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and or (z) the status thereofdefault that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified of the type described in Sections 6.01(fSection 6.01(7) or and (g)8)) shall occur have occurred and be continuing, then the Trustee may or the Holders of at least as directed in writing by not less than 25% in aggregate principal amount at maturity of the Notes then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part entire principal amount of the Trustee or any Holder. In the event of an acceleration declaration of all the Notes because an Event then outstanding plus accrued interest to the date of Default described in Section 6.01(d) has occurred acceleration and is continuingthe same shall become immediately due and payable; provided, the however, that after any such acceleration declaration shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or but before 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 based upon such acceleration is obtained by the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may may, in writing, under certain circumstances, rescind and cancel annul such declaration and its consequences: acceleration if (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal principal, premium, if any, or interest that has become due solely because of the acceleration; , have been cured or waived as provided in this Indenture, (32) 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 reason of such declaration of acceleration, has been paid; , (43) if the Issuer has paid the Trustee its reasonable compensation due and payable and reimbursed the Trustee for its expenses (including legal fees and expenses), disbursements and advances; and advances incurred prior to the date of such rescission and annulment and (54) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclause (7) or (g)8) of Section 6.01 of the above Events of Default, the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or In case an Event of Default under this Indenture, and its consequences, except a default in the payment of the principal type described in clause (7) or (8) of or Section 6.01 shall occur, the principal, premium, if any, and interest with respect to all of the Notes shall be due and payable immediately without any declaration or interest other act on any Notes. The Issuer is required to provide an Officers' Certificate to the part of the Trustee promptly upon or the Issuer obtaining knowledge Holders of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofNotes.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (a)(8) or (g)a)(9) shall occur of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary 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, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences: (1) consequences hereunder, if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal of, premium on, if any, or interest or Special Interest, if any, on the Notes 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 If an Event of Default occurs on or impair after April 1, 2017 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to April 1, and its consequences, except a default in the payment 2021 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the principal Company with the intention of or premiumavoiding the prohibition on redemption of the Notes prior to such date, if anythen, or interest on any upon acceleration of the Notes. The Issuer is required to provide , an Officers' Certificate additional premium equal to the Trustee promptly upon Applicable Premium shall also become and be immediately due and payable, to the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofextent permitted by law.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 7.01(g) or (g)h) shall occur with respect to the Issuer) occurs and be is continuing, the Trustee or the Holders of at least 25% in a majority by aggregate principal amount at maturity of outstanding Notes the Notes, by notice to the Issuer, may declare the Accreted Value of, premium, if any, principal of and accrued but unpaid interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." payable. Upon such notice of accelerationa declaration, the Accreted Value of such principal and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f7.01(g) or (gh) above with respect to the Issuer occurs occurs, the principal of and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustee, the Collateral Agent or any HolderHolders. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of an a declaration of acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 7.01(e) or (f), the declaration of acceleration declaration of the Notes shall be automatically annulled if the payment default or other default triggering such 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 any such Indebtedness have rescinded the relevant declaration of acceleration in respect of such Indebtedness within 20 30 days after of the date of such acceleration declaration with respect thereto and if (ai) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) all existing Events of Default, except nonpayment of principal, premium principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event Upon the happening of Default (other than an any Event of Default specified in Sections 6.01(f) or (g)) shall occur and be continuingSection 6.01, the Trustee may, or the Holders holders of at least 25% in aggregate principal amount at maturity of outstanding Notes may may, declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid 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 Issuers and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" and the same shall become immediately due and payable. If an Event of Default of the outstanding Notes shall type described in clause (f) or (g) above occurs and is continuing, then such amount 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. 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes by written notice to the Issuers and the Trustee may rescind and cancel such declaration and its consequences: consequences (1a) if the rescission would not conflict with any judgment or decree; , (2b) 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 such acceleration; , (3c) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has have become due otherwise than by such declaration of acceleration, has been paid; , (4d) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and , and (5e) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclause (f) or (g)) of the description of Events of Default above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of Abraxas. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(f) or (g)) shall occur clauses 7 and be 8) under Section 6.01 occurs and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate 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 due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the respective Event of the outstanding Notes Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall ipso facto become and be immediately due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement or (2) five business days after receipt by the Company and the agent under the Credit Agreement of written notice of such declaration of acceleration of the Notes. If an Event of Default specified in clauses 7 or 8 of Section 6.01 occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. In the event If any Event of an acceleration declaration Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes because pursuant to the optional redemption provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default described in Section 6.01(d) has occurred and is continuingoccurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the acceleration declaration premium specified in this Indenture shall be automatically annulled if also become immediately due and payable to the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured extent permitted 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 law upon the acceleration of the Notes, have been cured . If (i) (A) the Company or waived. At any time after Subsidiary Guarantor has paid or deposited with the Trustee a declaration of acceleration with respect sum sufficient to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: pay (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest on all the Notes, (2) the principal of, and overdue principalpremium, which has if any, on any Notes that have become due otherwise than by such declaration of accelerationacceleration and interest thereon at the rate or rates prescribed therefor in the Notes, has been paid; (3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) if the Issuer has all money paid or advanced by the Trustee its thereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advancesadvances of the Trustee, its agents and counsel; and (5B) all Events of Default, other than the nonpayment of the principal of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; provided, however, that, in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(f) clauses 7 or (g)8 of Section 6.01, the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission shall will affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofthereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclause (6) or (g)7) of Section 6.1 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice of acceleration, ,” and the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes same shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (6) or (g7) above of Section 6.01 with respect to the Issuer Company occurs and is continuing, then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding pre- ceding paragraph, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequencesconsequences by written notice to the Company and the Trustee: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, 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 Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesadvances (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 Sections 6.01(fclause (6) or (g)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 Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclause (vi) or (g)vii) shall occur of Section 5.01 hereof with respect to the Company) occurs and be is continuing, the Trustee may by notice to the Company, or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may Securities may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the Accreted Value principal of, premium, if any, on, accrued and accrued unpaid interest on, and Accreted Value ofLiquidated Damages, if any, on all the Notes then outstanding Securities (if not then due and payable) to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, onpayable, and Accreted Value of, upon any such declaration the outstanding Notes same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (vi) or (gvii ) above of Section 5.01 hereof with respect to the Issuer occurs and is continuingCompany occurs, then all unpaid the principal of, premium, if any, and on, accrued and unpaid interest on, and Liquidated Damages, if any, on all of the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. 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 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 such a declaration of acceleration with respect to the Notes Securities has been made and before a judgment for payment of the money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article V, the Holders of a majority in principal amount at maturity of the then outstanding Notes Securities, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration acceleration and its consequencesconsequences if: (1i) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default 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 except nonpayment of principal or interest that has become due solely because of the accelerationwaived; (3ii) 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 (5iii) in the event of the cure rescission would not conflict with any judgment 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. The Holders decree of a majority in principal amount at maturity court of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofcompetent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclauses (6) or (g)7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "notice of acceleration." Upon such notice of acceleration, (the Accreted Value of and accrued and unpaid interest, if any, on"Acceleration Notice"), and Accreted Value of, the outstanding Notes same shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclauses (6) or (g7) above with respect to the Issuer 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 ipso 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer 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 Sections 6.01(fclauses (6) or (g)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 Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclause (vi) or (g)vii) of Section 6.01 above with respect to the Company) shall occur and be continuing, the Trustee Trustee, the Holders or the Holders beneficial holders (without duplication) of at least 25% in principal amount at maturity of outstanding Notes Securities may declare the Accreted Value principal of, premium, if any, and accrued interest on, and Accreted Value of, on all the Notes Securities to be due and payable immediately by notice in writing to the Issuer (Issuers and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice of acceleration, ” (the Accreted Value of and accrued and unpaid interest, if any, on“Acceleration Notice”), and Accreted Value of, the outstanding Notes same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five (5) Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice (but only if such Event of Default is then continuing). If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 above with respect to the Issuer 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 Securities shall ipso facto automatically 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 Holder or other default triggering such 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 waivedbeneficial holder. At any time after a declaration of acceleration with respect to the Notes Securities as described in the preceding paragraph, the Holders or beneficial holders (without duplication) of a majority in principal amount at maturity of the then outstanding Notes Securities may rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) 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; , (3iii) 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; , (4iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and , and any other amounts due to the Trustee under Section 7.07 and (5v) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(fclause (vi) or (g)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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified described in Sections 6.01(fSection 6.1(8) or and (g9)) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount at maturity of the outstanding Notes may by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value principal of and accrued and unpaid interest, if any, on, and Accreted Value of, on all the outstanding Notes shall become to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified described in Section 6.01(f6.1(8) or and (g9) above with respect to the Issuer occurs and is continuing, then all the principal of and accrued and unpaid principal of, premiuminterest, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. In Without limiting the event of an acceleration declaration generality of the Notes because an Event of Default described in Section 6.01(d) has occurred foregoing, it is understood and is continuing, the acceleration declaration shall be automatically annulled agreed that if the payment default Notes are accelerated or other default triggering such 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has otherwise become due solely because of the acceleration; (3) prior to the extent the payment of such interest is lawfultheir Maturity Date, if interest on overdue installments of interest and overdue principalin each case, 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. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge respect of any Default or Event of Default (provided that including, but not limited to, Sections 6.1(8) or (9) (including the Issuer shall provide such certification at least annually whether or not they know acceleration of any Default or Event claims by operation of law)), the then applicable premium applicable with respect to an optional redemption of the Notes (which, for all purposes of the paragraphs under “Events of Default) that has occurred and,” shall be understood to include the applicable Redemption Price, including the Make-Whole Price, if then applicable) will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, describe such Default or Event in view of Default 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 status thereofCompany agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledge that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fclause (6) or (g)7) of Section 6.01 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount at maturity of outstanding Notes may declare the Accreted Value of, premium, if any, principal of and accrued interest on, and Accreted Value of, on all the Notes to be due and payable immediately by notice in writing to the Issuer (Company and if given by the Holders, the Trustee) Trustee specifying the respective Events Event of Default and that it is a "“notice of acceleration." Upon such notice of acceleration, ,” and the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes same shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (6) or (g7) above of Section 6.01 with respect to the Issuer Company occurs and is continuing, then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequencesconsequences by written notice to the Company and the Trustee: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, 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 Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesadvances (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 Sections 6.01(fclause (6) or (g)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 Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.01(7) or (g)8) with respect to the Issuer) shall occur have occurred and be continuingcontinuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, (an “acceleration declaration”) all amounts owing under the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." immediately. Upon such notice declaration of acceleration, the Accreted Value aggregate principal of and accrued and unpaid interest, if any, on, and Accreted Value of, interest on the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the Issuer occurs and is continuingpayable immediately; provided, then all unpaid principal ofhowever, premiumthat after such acceleration, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or but before 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 based on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount at maturity of the then such outstanding Notes may rescind and cancel annul such declaration and its consequencesacceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default Defaults have been cured or waived except nonpayment of principal or and interest that has become due solely because of the this 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 to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances; and (5) in the event of the a cure or waiver of an Event of a Default of the type described set forth in Sections 6.01(fSection 6.01(7) or (g)8), the Trustee shall have received an Officers' ’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(7) or (g)8)) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the Securities by notice to the Company and the Trustee, may, and the Trustee at maturity the request of outstanding Notes may such Holders shall, declare the Accreted Value principal of, premium, if any, and accrued interest onand unpaid interest, and Accreted Value of, on all the Notes Securities to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." payable. Upon such notice of accelerationa declaration, the Accreted Value of such principal, premium, if any, and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(6) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(6) shall be remedied or cured by the Company and/or the relevant Restricted Subsidiary or the holders of the relevant Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, other than the nonpayment of principal, premium or interest on the Securities that has become due solely because of such acceleration, have been cured or waived and (3) the Company has paid the Trustee all amounts due pursuant to Section 7.7. If an Event of Default specified in Section 6.01(f6.1(7) or (g) above with respect to the Issuer 8) occurs and is continuing, then all unpaid the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto Securities will 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 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (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 waivedHolders. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (g) or (g)h) shall occur of Section 6.01 hereof occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(fclause (g) or (gh) above of Section 6.01 hereof occurs with respect to the Issuer occurs and is continuingCompany, then all unpaid principal ofUNICCO Finance, premium, if any, and accrued and unpaid interest on all any Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. In the event of an acceleration declaration Holders 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 may not enforce this Indenture or other default triggering such 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 waivedas provided herein. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 If an Event of Default occurs on or impair after October 15, 2002 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity 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 outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to October 15, and its consequences, except a default in the payment 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the principal Issuers with the intention of or premiumavoiding the prohibition on redemption of the Notes prior to such date, if anythen, or interest on any upon acceleration of the 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 additional premium shall also become and be immediately due and payable so that the Issuer Issuers shall provide such certification at least annually whether or not they know be obligated to pay an amount (expressed as percentages of any Default or Event principal amount), for each of Default) that has occurred andthe years beginning on October 15 of the years set forth below, if applicable, describe such Default or Event of Default and the status thereof.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 Event of Default (other than an Event of Default with respect to the Company specified in Sections 6.01(fclauses (f) or (g)) shall occur of Section 7.01 hereof) occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, declare the Accreted Value all unpaid principal of, premiumplus interest (including Additional Interest, if any, ) accrued and accrued interest unpaid through the date of such declaration on, and Accreted Value of, all the Notes Securities then outstanding to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon upon any such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, ondeclaration, and Accreted Value of, the outstanding Notes same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclauses (f) or (g) above with respect to the Issuer occurs and is continuingof Section 7.01 hereof occurs, then all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all of the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In The Holders of a majority in aggregate principal amount of the event of Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred Securities and is continuing, the acceleration declaration shall be automatically annulled if its consequences before a judgment or decree for the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured money has been obtained 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 Trustee if (a) the annulment of the acceleration of the Notes rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (b) all existing Events of Default, except other than the nonpayment of principalthe principal of, premium or plus accrued and unpaid interest on the Notes that became due solely because of the acceleration of the Notes(including Additional Interest, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphif any) on, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest Securities 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 waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 6.7 of the Base Indenture have been made. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders provisions of a majority in principal amount at maturity Sections 7.01 and 7.02 of this First Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 5.1 and 5.2 of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment Base Indenture for purposes of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofSecurities.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (9) or (g)10) shall occur of Section 6.01 hereof, with respect to the Company, any Guarantor that is a Significant Subsidiary or any group of 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, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holdersimmediately. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders, rescind and cancel such declaration an acceleration and its consequences: (1) , if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium or Liquidated Damages, if any, 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 If an Event of Default occurs on or impair after February 15, 2009 by reason of any right consequent thereto. The Holders of a majority in principal amount at maturity willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default 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 under this Indentureoccurs prior to February 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and its consequencesbe immediately due and payable, except to the extent permitted by law, in an amount, for each of the years beginning on February 15 of the years set forth below, as set forth below (expressed as a default in the payment percentage of the principal amount of or premium, if any, or interest the Notes on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon date of payment that would otherwise be due but for the Issuer obtaining knowledge provisions of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.this sentence):

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(f6.01(h) or (g)6.01(i) with respect to the Issuer or the Company) shall occur have occurred and be continuing, the Trustee or the registered Holders of at least not less than 25% in aggregate principal amount at maturity of Notes then outstanding may, by notice to the Issuer and the Trustee, declare to be immediately due and payable the principal amount of all the Notes may declare the Accreted Value ofthen outstanding, premiumplus accrued but unpaid interest and Additional Amounts, if any, to the date of acceleration. Upon such a declaration, such principal and accrued interest onand Additional Amounts, and Accreted Value ofif any, all the Notes to shall be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payableimmediately. If an Event of Default specified in Section 6.01(fSections 6.01(h) or (g6.01(i) above with respect to the Issuer occurs and is continuingor the Company occurs, then all unpaid the principal of, premium, if any, of and accrued and unpaid interest and Additional Amounts, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. In the event of an acceleration declaration Holders of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the Notes. After any such acceleration declaration shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or but before 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 based on acceleration is obtained by the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may may, by notice to the Trustee and the Issuer, rescind and cancel such annul any declaration and its consequences: of acceleration (1i) if the rescission would not conflict with any judgment or decree; , (2ii) if all existing Events of Default have been cured or waived except (other than nonpayment of principal principal, premium, or interest and Additional Amounts, if any, that has become due solely because of the acceleration; ), and (3iii) 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, there has been paid; (4) if the Issuer has paid deposited with the Trustee its reasonable compensation and reimbursed a sum sufficient to pay all sums paid or advanced by the Trustee for its and the reasonable compensation, expenses, disbursements and advances; and (5) in the event advances of the cure or waiver of an Trustee, its agents and counsel incurred in connection with the rescinded 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 waivedDefault. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Holders In the event of a majority in principal amount at maturity default under the Escrow Agreement, the Holders shall have the right to direct the exercise of the then outstanding Notes may waive any existing Default or Event remedies of Default the Trustee under this Indenture, and its consequences, except a default in the payment Escrow Agreement. In the event of an acceleration of the principal of or premium, if any, or and interest on any Notes. The Issuer is required the Notes prior to provide an Officers' Certificate the termination of the Escrow Agreement, the Trustee shall deliver a Single Party Payment Instruction to the Escrow Agent, directing the Escrow Agent to release the Escrow Property to the Trustee promptly upon pursuant to the Issuer obtaining knowledge of any Default or Event of Default (provided that Escrow Agreement. The Trustee will distribute such Escrow Property pursuant to the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofpriorities described in Section 6.10.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (f) or (g)) shall occur of Section 6.01 hereof with respect to the Company or any Subsidiary of the Company) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by immediately; provided; that so long as the New Credit Facility is in effect, such declaration shall not become effective until the earlier of (i) five days after receipt of notice in writing to the Issuer (and if given of such acceleration by the Holders, agent under the TrusteeNew Credit Facility and the Company or (ii) specifying an acceleration of obligations under the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, New Credit Facility. Notwithstanding the Accreted Value of and accrued and unpaid interestforegoing, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) above of Section 6.01 hereof occurs with respect to the Issuer occurs and is continuingCompany, then all unpaid principal ofany Significant Subsidiary or any group of Subsidiaries that, premiumtaken together, if any, and accrued and unpaid interest on all would constitute a Significant Subsidiary of the Company, all outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 In the case of any subsequent Default or Event of Default occurring by reason any willful action (or impair any right consequent thereto. The Holders of a majority in principal amount at maturity inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Notes may waive any existing Default or pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law upon the acceleration of the Notes. If an Event of Default under occurs prior to October 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to October 15, 2002, then the premium, as discussed below, will become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The premium payable for purposes of this Indentureparagraph for each of the years beginning on October 15, and its consequences, except a default of the years set forth below shall be as set forth in the payment following table expressed as a percentage of the principal amount that would otherwise be due but for the provisions of or premiumthis sentence, plus accrued interest, 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 date of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.payment: Year Percentage ---- ---------- 1997 ................................................... 109.25% 1998 ................................................... 108.33% 50 57 1999 ................................................... 107.40% 2000 ................................................... 106.48% 2001 ................................................... 105.55%

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Sections 6.01(fclause (7) or (g)) shall occur 8) of Section 6.01 hereof, 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, the Trustee by notice to the Company or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes by notice to the Company and the Trustee, may declare the Accreted Value of, premium, if any, and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately by notice in writing to the Issuer (and if given by the Holderspayable. Upon any such declaration, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) above with respect to the 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 ipso 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 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 the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal or premium, if any, interest or Additional Interest, if any, that has become due solely because of the acceleration;) have been cured or waived. (3b) 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 If an Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the type described in Sections 6.01(fCompany with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07(b) or (g), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that if such Event of Default has been cured occurs prior to July 15, 2007) or waived. No Section 3.07(c) (if such rescission shall affect any subsequent Default or Event of Default occurs on or impair any right consequent thereto. The Holders of a majority in principal amount at maturity after July 15, 2007), then, upon acceleration of the then outstanding Notes may waive any existing Default Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law. (c) Section 6.02(b) refers only to those times when the Company, while solvent, voluntarily, knowingly, deliberately or Event of Default under this Indenture, and its consequences, except a default in the intentionally avoids payment of the principal premium referred to in Section 6.02(b) and is not intended to encompass those situations in which such a payment of premium would render the Company insolvent or premiumforce a bankruptcy, if anyliquidation or reorganization of the Company, or interest on any Notes. The Issuer where non-payment is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge a result of any Default financial distress or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofadverse financial condition.

Acceleration. If an any Event of Default (other than an Event of Default specified in Sections 6.01(fclause (vii) or (g)viii) shall occur of Section 6.01 hereof) occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 2530% in principal amount at maturity of the then total outstanding Notes may declare the Accreted Value ofprincipal, premium, if any, interest and accrued interest on, and Accreted Value of, any other monetary obligations on all the then outstanding Notes to be due and payable immediately by provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five Business Days after the giving of written notice in writing to the Issuer and the Representative under the Credit Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such declaration, such principal and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes interest shall become be due and payablepayable immediately. If The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (vii) or (gviii) above of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of all of the Notes rescind any acceleration with respect to the Issuer occurs Notes and is continuing, then all unpaid principal of, premium, its consequences if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 rescission 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 the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 have 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 cured or waived. In the event of the cure or waiver of an any Event of Default specified in clause (iv) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the type described in Sections 6.01(fNotes) or (g)shall be annulled, waived and rescinded, automatically and without any action by the Trustee shall have received or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers' Officer’s Certificate and an Opinion of Counsel to the Trustee stating that: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged; or (2) Holders thereof have rescinded or waived. No waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Default or Event of Default; or (3) the default that is the basis for such Event of Default or impair any right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofbeen cured.

Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01(fSection 6.1(6) or (g7)) shall occur occurs and be is continuing, the Trustee or the Holders of at least not less than 25% in principal amount at maturity of the Notes then outstanding Notes may may, by notice to the Company, declare the Accreted Value of, all unpaid principal of and premium, if any, and accrued interest on, and Accreted Value of, all to the date of acceleration on the Notes then outstanding (if not then due and payable) to be due and payable immediately by notice in writing to the Issuer (and if given by the Holders, the Trustee) specifying the respective Events of Default and that it is a "notice of acceleration." Upon upon any such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, ondeclaration, and Accreted Value of, the outstanding Notes same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f6.1(6) or (g7) above with respect to the Issuer occurs and is continuingoccurs, then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the Notes then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In the event The Purchasers of an acceleration declaration a majority in principal amount of the Notes because then outstanding by notice to the Company may rescind an Event of Default described in Section 6.01(d) has occurred acceleration and is continuing, the acceleration declaration shall be automatically annulled if the payment default or other default triggering such 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 its consequences 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 (bi) all existing Events of Default, except other than the nonpayment of principal, premium or the principal of and accrued interest on the Notes that became which has become due solely because by such declaration of the acceleration of the Notesacceleration, have been cured or waived. At any time after a declaration of acceleration ; (ii) the Company has paid or deposited with respect an escrow agent reasonably acceptable to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the Notes then outstanding Notes may rescind and cancel such declaration and its consequences: a sum sufficient to pay (1a) if all overdue interest on the rescission would not conflict with Notes, (b) the principal of any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that Note which has become due solely because otherwise then by such declaration of the acceleration; , and (3c) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; ; and (4iii) 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 rescission would not conflict with any judgment or decree of the cure or waiver a court 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 waivedcompetent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default default or impair any right consequent theretothereon. The Holders Anything herein contained to the contrary notwithstanding, in the event of a majority in principal amount at maturity any acceleration pursuant to this Section 6.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of the then outstanding Notes may waive Notes, except in the case of any existing Default or Event of Default under this Indenture, and its consequences, except occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or a default in Guarantor with the intention of avoiding payment of the principal premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of or premiumthe Notes, if any, or interest on any Notes. The Issuer is required to provide in which case an Officers' Certificate equivalent premium shall also become and be immediately due and payable to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereofextent permitted by law.