Common use of Acceleration Clause in Contracts

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(86.01(a)(6) or (9above) above with respect occurs and is continuing the Trustee by notice to the Company) shall occur and be continuing with respect to this Indenture, the Trustee Issuers or the Holders of not less than 25at least 30% in aggregate principal amount of the outstanding Notes then outstanding may under this Indenture by written notice to the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare all unpaid the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, by a notice in writing the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to the Company (and to the Trustee if given Section 6.01(a)(5) shall be remedied or cured, or waived by the Holdersholders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and upon any such declaration(2) all existing Events of Default, such principal ofexcept nonpayment of principal, and accrued premium or interest, including Additional Amounts, if any, on the Notes shall become that became due and payable immediately; provided that a notice solely because of Default may not be given with respect to any action takenthe acceleration of the Notes, and reported publicly have been cured or to Holders, more than two years prior to such notice of Default. waived. (b) If an Event of Default specified described in Section 6.01(8) or (96.01(a)(6) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notesof, together with premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, to the date on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(86.01(g) or (9and Section 6.01(h)) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding under this Indenture may declare all unpaid principal of, and accrued interest, if any, on all the Notes under this Indenture to be due and payable immediately, by a written notice in writing to the Company Issuers (and to the Trustee if such notice is given by the Holders) and upon any ). Upon such a declaration, such principal ofprincipal, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes on the date of such declaration) and accrued interest, if any, on the Notes shall become and unpaid interest will be due and payable immediately; provided that . In the event of a notice declaration of acceleration of the Notes because an Event of Default may not described in Section 6.01(f) has occurred and is continuing, the declaration of acceleration of the Notes shall be given automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect to thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any action taken, judgment or decree of a court of competent jurisdiction and reported publicly or to Holders, more than two years prior to such notice (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. ​ ​ (b) If an Event of Default specified described in Section 6.01(86.01(g) or (9Section 6.01(h) above with respect to the Company occurs and is continuing, then all the principal of, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes shall ipso facto become due and payable immediately in an amount equal to on the principal amount date of the Notes, together with accrued and unpaid interestsuch declaration), if any, to the date and accrued and unpaid interest on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least twenty-five percent (25% %) in aggregate principal amount of the Outstanding Notes then outstanding may declare all the unpaid principal of, of (and accrued interestpremium, if any, ) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) Event of Default and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that it is a "notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. acceleration." If an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above occurs with respect to the Company occurs and is continuingCompany, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto will become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph (a), the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal ofsuch interest is lawful, premium, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, have has been cured or waived as provided in this Indenturepaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereonrights relating thereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in an Event of Default arising under Section 6.01(86.01(6) or (97) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may by written notice to the Company and the Trustee declare all unpaid principal of, and accrued interest, if any, on all Notes to be immediately due and payable immediately, by a notice in writing the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the Company date of acceleration and (i) such amounts shall become immediately due and to payable or (ii) if there are any amounts outstanding under or in respect of the Trustee if given by the Holders) and upon any such declarationSenior Credit Facility, such principal of, and accrued interest, if any, on the Notes amounts shall become due and payable immediately; provided that a upon the first to occur of an acceleration under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount acceleration of the Notes; provided, together with accrued and unpaid interesthowever, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, that after such acceleration but before a judgment judgement or decree for payment of the money due has been based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (Ai) all sums paid or advanced by existing Events of Default, other than the Trustee under this Indenture and the reasonable compensationnonpayment of accelerated principal, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on any Notes then outstanding overdue installments of interest and overdue principal, which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notesacceleration, has been paid and (Diii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) if the rescission would not conflict with any judgment or decree decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of a court of competent jurisdiction; and Default specified in Section 6.01(6) or (37) all Events of Defaultwith respect to the Company occurs, other than the non-payment of principal ofsuch principal, premium, if any, and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the Notes which have become due solely by such declaration part of acceleration, have been cured the Trustee or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessthe Notes.

Acceleration. (a) If Upon the occurrence of an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or may, and upon the Holders written request of the holders of not less than 25% in aggregate principal amount of the Notes Bonds then outstanding may shall, by notice in writing delivered to the Issuer and the Company, declare the principal of all unpaid Bonds then outstanding and the interest accrued thereon immediately due and payable; and such principal of, and interest shall thereupon become and be immediately due and payable. If after the principal of the Bonds and the accrued interest, if any, on all Notes interest thereon have been so declared to be due and payable immediatelypayable, by a notice in writing to the Company all arrears of interest and interest on overdue installments of interest (and to the Trustee if given by the Holderslawful) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes all Bonds then outstanding which shall have become due and payable otherwise than by such declaration of acceleration and interest thereon at all other sums payable under this Indenture or upon the rate borne by Bonds, except the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on on, the Notes Bonds which by such declaration shall have become due solely and payable, are paid by the Issuer, and the Issuer also performs all other things in respect of which it may have been in default hereunder and pays the reasonable charges of the Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee shall annul such declaration and its consequences, and such annulment shall be binding upon all holders of acceleration, have been cured Bonds issued hereunder; but no such annulment shall extend to or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right or remedy consequent thereon. The Trustee shall forward a copy of any such annulment notice pursuant to this paragraph to the Issuer and the Company. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(8clause (7) or (9) above 8) of Section 6.1 with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee by notice to the Company or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding by written notice to the Company and the Trustee, may declare all unpaid the principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal ofprincipal, premium and accrued interest, if any, on the Notes shall become and unpaid interest will be due and payable immediately; provided that . In the event of a notice declaration of acceleration of the Notes because an Event of Default may not specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be given automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect to thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any action taken, and reported publicly judgment or to Holders, more than two years prior to such notice decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default specified described in Section 6.01(8clause (7) or (9) 8) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notesof, together with accrued and unpaid interestpremium, if any, to the date and accrued and unpaid interest on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in clauses (5) and (6) of Section 6.01(86.01) or (9) above with respect to the Company) shall occur Parent or the Issuer occurs and be continuing with respect to this Indentureis continuing, then and in every such case, unless the principal of all the Notes have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid the principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, immediately by a notice in writing to the Company Issuer (and to the Trustee if given by the such Holders) and upon any ). Upon such declaration, such principal ofprincipal, and accrued interestpremium, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to will be due and payable. (b) If, at any time after the date principal amount of the Notes become shall have been so declared to be immediately due and payable, and before any judgment or decree for the payment of the moneys due on account of such declaration shall have been obtained or entered, all defaults under this Indenture, other than the nonpayment of principal of or premium, if any, or accrued interest on the Notes which shall have become due by acceleration shall have been remedied—then and in every such case the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend or shall, affect any subsequent default, or shall impair any right consequent thereon. (c) The Trustee may withhold from Holders notice of any Default (except any Default in the payment of principal of, premium, if any, or interest on the Notes) if the Trustee determines that withholding notice is in the interests of such Holders to do so. (d) In case an Event of Default described in clauses (5) or (6) of Section 6.01 with respect to the Parent or the Issuer occurs, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the then outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (Default, other than as specified in Section 6.01(8) or (9) above a Bankruptcy Default with respect to the Company) shall occur , occurs and be is continuing with respect to under this Indenture, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediatelyoutstanding, by a written notice in writing to the Company (and to the Trustee if the notice is given by the Holders) ), may, and upon any the Trustee at the request of such declarationHolders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, and accrued interest, if any, on the Notes shall interest will become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of a Bankruptcy Default specified in Section 6.01(8) or (9) above occurs with respect to the Company occurs Company, the principal of and is continuing, then all accrued interest on the Notes shall ipso facto then outstanding will become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. ThereuponNotwithstanding the foregoing, if the Company so elects, the Trustee may, at its discretion, proceed to protect and enforce the rights sole remedy of the Holders of Notes by appropriate judicial proceedings. for (bx) After a declaration of acceleration, but before a judgment failure to comply with any obligations that the Company may have or decree for payment may be deemed to have pursuant to Section 314(a)(1) of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: TIA or (1y) the Company has paid or deposited Company’s failure to comply with Section 4.04, will for the Trustee a sum sufficient to pay (A) all sums paid or advanced by first 240 days after the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances occurrence of such failure consist exclusively of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) right to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and receive additional interest on the Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence of such failure (which have become due solely by 150th day will be the 90th day after written notice of such declaration 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 acceleration, have been 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 as provided in this Indentureand shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding such Interest Payment Date. No On the 241st day after such rescission shall affect any subsequent default failure (if such violation is not cured or impair any right consequent thereon. (c) If waived prior to such 241st day), such failure will then constitute an Event of Default specified in Section 6.01(5) above shall have occurred without any further notice or lapse of time and the Notes will be continuingsubject to acceleration as provided above. Unless the context requires otherwise, such Event of Default and any consequential acceleration all references to “interest” contained herein shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating deemed to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessinclude Additional Interest.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.01(f) or (9g) above with respect to either of the CompanyIssuers or a Significant Subsidiary) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the upon written request of Holders of not less than at least 25% in aggregate principal amount of outstanding Securities, by notice to the Notes then outstanding may Issuers shall declare all unpaid that the principal of, and accrued interestpremium, if any, and accrued but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the 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 a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(86.01(f) or (9g) above with respect to either of the Company occurs Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and is continuing, then interest on all the Notes Securities shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolders. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of Notes outstanding the Securities by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, Default have been cured or waived as provided in this Indentureexcept nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. (c) If an thereto. In the event of any Event of Default specified in Section 6.01(5) above shall have occurred and be continuing6.01(e), such Event of Default and all consequences thereof (excluding, however, any consequential acceleration resulting payment default) shall be annulled, waived and rescinded, automatically rescinded and without any action by the Trustee or the Holders of the Securities, if (i) the Indebtedness that is the subject of within 20 days after such Event of Default shall have arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been repaid discharged or (iiy) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders holders thereof have rescinded their declaration or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration in respect of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such Indebtednessevents.

Acceleration. (a) If In the case of an Event of Default (other than as specified in arising under Section 6.01(86.1(7) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenturehereof, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interestpremium, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date and Additional Amounts, if any, on all the Notes shall become will become due and payable, payable immediately without further action or notice. If any declaration or other act on the part Event of the Trustee or any Holder of Notes. ThereuponDefault occurs and is continuing, the Trustee may(upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, at its discretion, proceed to protect and enforce the rights of or the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority at least 25% in aggregate principal amount of the then outstanding Notes outstanding may by written notice in writing to the Company and the Trustee, may rescind declare all Notes to be due and annul payable, and any such declaration notice shall specify the respective Event of Default and its consequences if: that such notice is a “notice of acceleration” (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture “Acceleration Notice”), and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, accrued and interest unpaid interest, if any, and Additional Amounts, if any, on all the Notes which have shall become immediately due solely by such declaration and payable. In the event of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(56.1(5) above shall have occurred and be continuingrelating to Indebtedness under securities, such Event of Default and all consequences thereof (including, without limitation, any consequential acceleration or resulting payment default) shall be annulled, waived and rescinded automatically rescinded and without any action by the Trustee or the Holders, if (i) the Indebtedness that is the subject of within 30 days after such Event of Default shall arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the creditors on such Indebtedness have been repaid rescinded or waived the acceleration, notice or action, as the case may be, giving rise to such Event of Default or (iiz) if the default relating to that is the basis for such Indebtedness is waived or cured and if such Indebtedness shall have Event of Default has been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednesscured.

Acceleration. (a) If an Event In the case of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8clause (5) or (96) above with respect to the Company of Section 6.01 hereof occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Venator or the Issuers or the Holders of at least 25% in principal amount of outstanding Notes then outstanding may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing (the “Acceleration Notice”) to Venator or the Issuers and the Trustee, which have become due otherwise than by notice must also specify that it is a “notice of acceleration.” Upon any such declaration of acceleration, the Notes will become immediately due and payable. At any time after a declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) with respect to the extent that payment Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such interest is lawful, interest upon overdue interest at the rate borne by the Notes;declaration and its consequences: (2a) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; anddecree; (3b) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of, premium, if any, and or interest on the Notes which have that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Issuers have paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of the cure or waiver of an Event of Default specified in clause (4) of Section 6.01 hereof; provided that the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in occurs under Section 6.01(86(a)(viii) or (9) above with respect to ix), then the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and all accrued interest, if any, interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal ofthis Note, and accrued interest, if any, on the Notes any other amounts due under this Note shall automatically become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without presentment, demand, protest or notice of any declaration or kind, all of which are hereby expressly waived. If any other act on Event of Default occurs and is continuing the part of the Trustee or any Holder of Notes. ThereuponHolder, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the TrusteeBorrowers, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) declare the principal of, accrued interest on this Note, and premiumany other amounts due under this Note to be immediately due and payable. Upon such declaration, such principal, interest and other amounts shall become immediately due and payable. The Holder may rescind an acceleration and its consequences if anyall existing Events of Default have been cured or waived, on any Notes then outstanding which except nonpayment of principal, interest or other amounts that have become due otherwise than by such declaration solely because of acceleration and interest thereon at the rate borne by the Notesacceleration, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) if the rescission would not conflict with any judgment or decree decree. Any notice or rescission shall be given in the manner specified in Section 15 of a court of competent jurisdiction; and (3) all Events of Default, other than this Note. Notwithstanding any provision in this Note to the non-payment of principal of, premiumcontrary and to the extent permitted by applicable law, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of any of the TBW Companies with the intention of avoiding payment of the Optional Redemption Price that the Borrowers would have had to pay if the Borrowers then had elected to optionally redeem this Note pursuant to Section 6.01(5) above 4 of this Note, then upon acceleration of this Note, an equivalent Optional Redemption Price shall have occurred also become and be continuingimmediately due and payable; provided that if such acceleration occurs before November 1, such Event of Default and any consequential acceleration 2007, the Optional Redemption Price shall be automatically rescinded if (i) deemed to be 112% of the Indebtedness that is the subject then outstanding principal amount of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessthis Note.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8Sections 6.01(f) or (9) above with respect to the Companyg)) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount at maturity of the outstanding Notes then outstanding may declare all unpaid principal the Accreted Value of, and accrued interestpremium, if any, on and accrued interest on, and Accreted Value of, all the Notes to be due and payable immediately, immediately by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders, the Trustee) specifying the respective Events of Default and upon any that it is a "notice of acceleration." Upon such declarationnotice of acceleration, such principal of, the Accreted Value of and accrued and unpaid interest, if any, on on, and Accreted Value of, the outstanding Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in Section 6.01(86.01(f) or (9g) above with respect to the Company Issuer occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder Holder. In the event of Notes. Thereuponan acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the Trustee may, at its discretion, proceed acceleration declaration shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to protect and enforce Section 6.01(d) shall be remedied or cured by the rights Issuer or a Restricted Subsidiary or waived by the holders of the Holders of Notes by appropriate judicial proceedings. relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (ba) After a declaration of acceleration, but before a judgment or decree for payment the annulment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances acceleration of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; andjurisdiction 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) all Events of Default, other than to the non-extent the payment of principal of, premiumsuch interest is lawful, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely 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 as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereon. (c) If an 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 specified under this Indenture, and its consequences, except a default in Section 6.01(5the 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) above shall have that has occurred and be continuingand, if applicable, describe such Default or Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessstatus thereof.

Acceleration. (a) If an Event of Default (other than as an Event of Default with respect to the Company or the Guarantor specified in Section 6.01(8) clause (8) or (9) above with respect to the Companyof Section 8.1) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee may, by notice to the Company and the Guarantor or the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Notes Securities then outstanding may may, by notice to the Company, the Guarantor and the Trustee, declare all unpaid principal of, and accrued interestplus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, on all Notes the Securities then outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes same shall thereupon become and be immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs or the Guarantor specified in clause (8) or (9) of Section 8.1 occurs, all unpaid principal of, plus accrued and is continuingunpaid interest (including Additional Interest, then if any) on, all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder Holder. The Holders of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights a majority in aggregate Principal Amount of the Securities then outstanding, or the Holders originally causing the acceleration by notice to the Trustee, may rescind an acceleration of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but Securities and its consequences before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: Trustee if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction; and decree, (3b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premiumplus accrued and unpaid interest on, if any, and interest on the Notes which have Securities that has become due solely by such declaration of acceleration, have been cured or waived as provided in this Indentureand (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 Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If In the case of an Event of Default (other than as specified in clause (viii) and (ix) of Section 6.01(8) 11(a), all outstanding Notes will become due and payable immediately without further action or (9) above with respect to the Company) shall occur notice. If any other Event of Default occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes ("Accelerating Holders") may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, immediately by a notice in writing to the Company (and to specifying the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice respective Event of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without At any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After time after a declaration of accelerationacceleration under this Agreement, but before a judgment or decree for payment of the money due has been obtained by the TrusteeHolders, the Holders of a majority in aggregate principal amount of Notes the outstanding Notes, by written notice to the Company and the TrusteeCompany, may rescind and annul such declaration and its consequences if: : (1i) the Company has paid or deposited with to the Trustee a sum sufficient to pay Holders (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B1) all overdue interest on all Notes then outstandingNotes, (C2) the all unpaid principal of, of (and premium, if any, on on) any outstanding Notes then outstanding which have that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D3) 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 (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3ii) all Events of Default, other than the non-payment of amounts of principal of, of (or premium, if any, and on) or interest on the Notes which that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenturewaived. No such rescission shall will affect any subsequent default or impair any right consequent thereon. (c) If . Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 6.01(511(a)(v) above shall have occurred and be continuingcontinuing and provided no judgment or decree for payment of the money due has been obtained by the Holders, such Event declaration of Default and any consequential acceleration shall be automatically rescinded annulled if (i) the Indebtedness that is the subject of such Event of Default shall have has been repaid discharged or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Holders by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period.

Acceleration. (a) If an Event of Default (other than as specified of the type described in Section 6.01(86.01(6) or (97) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above occurs with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which have become due otherwise than by such notice must also specify that it is a “notice of acceleration.” (b) At any time after a declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) with respect to the extent that payment Notes as described in Section 6.02(a), the Holders of a majority in principal amount of the Notes (including any Additional Notes) may rescind and cancel such interest is lawful, interest upon overdue interest at the rate borne by the Notes;declaration and its consequences: (21) if the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal ofsuch interest is lawful, premium, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; or (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8) or (96.01(a)(v) above with respect to the Company) shall occur have occurred and be continuing with respect and is known to this Indenturethe Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount Principal Amount of the Notes then outstanding Outstanding Securities of that series, by written notice to the Company and the Trustee, may declare all the unpaid principal of, of (and accrued interestpremium, if any, ) and any accrued and unpaid interest on all Notes the Securities of the affected series to be immediately due and payable immediately, by a payable. Any such notice in writing to shall specify the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice that it is a “Notice of Default. Acceleration.” If an Event of Default specified in Section 6.01(8) or (96.01(a)(v) above occurs with respect to the Company occurs and is continuingCompany, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes Securities shall ipso facto become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further notice or other act action on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after such a declaration of accelerationacceleration with respect to the Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the TrusteeTrustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount Principal Amount of Notes outstanding the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1i) the Company has paid or deposited with the Trustee a sum sufficient to pay pay: (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, of the Securities of that series; (CB) the principal of, of (and premium, if any, on any Notes then outstanding on) Securities of that series which have has become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by or rates prescribed therefor in the Notes, and Securities of that series; (DC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by or rates prescribed therefor in the Notes; (2) the rescission would not conflict with any judgment or decree Securities of a court of competent jurisdictionthat series; and (3D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee and its agents and counsel and (ii) all Events of DefaultDefault with respect to the Securities of that series, other than the non-payment of the principal of, premium, if any, and interest on of the Notes Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in this IndentureSection 6.04. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereonrights relating thereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified described in Section 6.01(86.1(vii) or (9viii)) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately Trustee by notice in an amount equal to writing specifying the Event of Default may, or the Holders of at least 25% of the outstanding principal amount of the NotesSecurities by written notice to the Company and the Trustee may, together with declare the principal of, premium (which for the avoidance of doubt, shall include the full amount of the Applicable Premium as of such date), if any, and accrued and unpaid interest, if any, on all the Securities to the date the Notes become be due and payable. Upon such a declaration, such principal, premium (which for the avoidance of doubt, shall include the full amount of the Applicable Premium as of such date) and accrued and unpaid interest shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in Section 6.1(a)(vi) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the default triggering such Event of Default pursuant to Section 6.1(a)(vi) shall be remedied or cured by the Company or a Subsidiary or waived by the holders of the relevant 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 and (2) all existing Events of Default, except nonpayment of principal, premium (which for the avoidance of doubt, shall include the full amount of the Applicable Premium as of such date) or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described Section 6.1(a)(vii) or (viii) above occurs and is continuing, the principal of, premium (which for the avoidance of doubt, shall include the full amount of the Applicable Premium as of such date), if any, and accrued and unpaid interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (i) or (9j) above of Section 6.01 hereof with respect to the CompanyIssuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to either of the Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders of the Notes rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal ofInterest, premiumpremium or Liquidated Damages, if any, and interest on the Notes which have that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided waived. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in this Indenturethe best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 6.01(53.07(a) above hereof, then upon acceleration of the Notes, an equivalent premium to the premium that the Issuers would have had to pay pursuant to Section 3.07(a) hereof, shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to August 1, 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2003, then the premium specified in this Indenture shall also become immediately due and any consequential payable to the extent permitted by law upon the acceleration shall be automatically rescinded if (i) of the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessNotes.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(8clause (7) or (9) above 8) of Section 6.1 with respect to the CompanyCompany or the Issuer) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee by notice to the Issuer or the Holders of not less than 25at least 30% in aggregate principal amount of the outstanding Notes then outstanding by written notice to the Issuer and the Trustee, may declare all unpaid the principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal ofprincipal, premium and accrued interest, if any, on the Notes shall become and unpaid interest will be due and payable immediately; provided that . In the event of a notice declaration of acceleration of the Notes because an Event of Default may not specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be given automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect to thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any action taken, and reported publicly judgment or to Holders, more than two years prior to such notice decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default specified described in Section 6.01(8clause (7) or (9) 8) above with respect to the Company or the Issuer occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notesof, together with accrued and unpaid interestpremium, if any, to the date and accrued and unpaid interest on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(7) and 6.01(8) or (9) above hereof with respect to the Company) shall occur have occurred and be continuing with respect to this Indenturecontinuing, either the Trustee or the Holders of not less than at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid principal ofinterest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and accrued interest, if any, on all Notes to other monetary obligations shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section Sections 6.01(7) and 6.01(8) or (9) above hereof with respect to the Company occurs and is continuingshall occur, then such amounts with respect to all the Notes shall ipso facto become automatically due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or notice. After any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of such acceleration, but before a judgment or decree for payment of the money due has been based on acceleration is obtained by the Trusteeapplicable person, the registered Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences if: acceleration if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3ii) if all existing Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, Default have been cured or waived as provided in this Indentureexcept nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. (c) thereto. If an Event of Default specified in occurs on or after January 15, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to January 15, 2017 by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Company with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerateddate, then upon acceleration of the Notes, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessApplicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8clause (j) or (9k) above with respect of Section 9.1) occurs and is continuing, the Trustee may, by notice to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes Securities then outstanding may may, by notice to the Company and the Trustee, declare all unpaid principal of, and accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, to the date of acceleration on all Notes the Securities then outstanding (if not then due and payable) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes same shall become and be immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in Section 6.01(8clause (j) or (9k) above with respect to the Company occurs and is continuingof Section 9.1 occurs, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the unpaid principal amount of the Notes, together with Securities then outstanding and accrued and unpaid interest, Contingent Interest, if any, to the date the Notes and Liquidated Damages, if any, shall ipso facto become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of Notes the Securities then outstanding by written notice to the Company and the TrusteeTrustee may rescind, may rescind and annul such declaration on behalf of all Holders, an acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (Aa) all sums paid or advanced by existing Events of Default, other than the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances nonpayment of the Trusteeprincipal, its agents and counselinterest, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premiumContingent Interest, if any, and Liquidated Damages, if any, which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on any Notes then outstanding overdue installments of interest, Contingent Interest, if any, and Liquidated Damages, if any, and overdue principal, which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notesacceleration, and has been paid; (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3d) all Events of Default, other than payments due to the non-payment of principal of, premium, if any, Trustee and interest on the Notes which have become due solely by such declaration of acceleration, any predecessor Trustee under Section 10.7 have been cured or waived as provided in this Indenturemade. No such rescission shall affect any subsequent default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If In the case of an Event of Default (other than as specified in Section 6.01(8clause (viii) or (9ix) above 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 continuing with respect to this Indenturepayable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately; provided, by a notice in writing however, that so long as any Indebtedness permitted to be incurred pursuant to the Company 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 to the Trustee if given (ii) five Business Days after receipt by the HoldersIssuers and the agent under the Credit Agreement of written notice of the acceleration of the Notes. (b) and upon In the case of any such declaration, such principal of, and accrued interest, Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if any, on the Issuers then had elected to redeem the Notes pursuant Section 3.07, an equivalent premium shall also become and be immediately due and payable immediately; provided that a notice to the extent permitted by law upon the acceleration of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of DefaultNotes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of such Notes, then the premium specified in Section 6.01(83.07(c) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto also become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment permitted by law upon the acceleration of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(86.01(5) or (9Section 6.01(6) above with respect to the Company occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Notes outstanding Securities shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder Holder. If any other Event of Notes. ThereuponDefault shall occur and be continuing, the Trustee may, at its discretion, proceed to protect and enforce the rights of or the Holders of Notes at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of, premium, if any, and accrued interest on all the Securities to be due and payable by appropriate judicial proceedings. notice in writing to the Company and, if given by Holders, to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (b) After the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Securities as described in the Trusteetwo preceding paragraphs, the Holders of a majority in aggregate principal amount of Notes the then outstanding by written notice to the Company and the Trustee, Securities may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal of, premiumsuch interest is lawful, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) or Section 6.01(6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default occurs and is continuing (other than as specified an Event of Default described in Section 6.01(8clause (g) or (9h) above with respect to the Company) shall occur and be continuing with respect to this IndentureIssuer), the Trustee or the Holders holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding may declare all unpaid the principal of, of and accrued interest, if any, but unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes interest shall become be due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified described in Section 6.01(8clause (g) or (9h) above occurs with respect to the Company occurs Issuer, the principal of and is continuing, then interest on all the Notes shall ipso facto will immediately become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder holders of the Notes. ThereuponUnder certain circumstances, the Trustee may, at its discretion, proceed to protect and enforce the rights holders of a majority in principal amount of the Holders of outstanding Notes by appropriate judicial proceedings. (b) After may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph, the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences if: (1i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and decree, (3ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of, premium, if any, and or interest on the Notes which have that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8clause (5) or (96) above with respect of Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes Securities then outstanding may may, by notice to the Company and the Trustee, declare all unpaid principal of, of and accrued interest, interest to the date of acceleration on the Securities then outstanding (if any, on all Notes not then due and payable) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes same shall become and be immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in Section 6.01(8clause (5) or (96) above with respect to of Section 8.1 occurs, all unpaid principal of and accrued interest on the Company occurs and is continuing, Securities then all the Notes outstanding shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of Notes the Securities then outstanding by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration an acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (Aa) all sums paid existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or advanced waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Trustee under this Indenture Securities) on overdue installments of interest and the reasonable compensationoverdue principal, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notesacceleration, and has been paid; (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3d) all Events of Default, other than payments due to the non-payment of principal of, premium, if any, Trustee and interest on the Notes which have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured or waived as provided in this Indenturemade. No such rescission shall affect any subsequent default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If any Event of Default (other than those of the type in clause ‎(g) or ‎(h) of Section 7.01 with respect to the Company or, prior to the Fall-Away Event, Parent) occurs and is continuing, the Trustee may, and the Trustee upon the written request of Holders of at least 25% in outstanding aggregate principal amount of the then outstanding Notes shall, or the Holders of at least 25% in outstanding aggregate principal amount of then outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. (b) If an Event of Default (other than as specified of the type referred to in Section 6.01(8clause ‎(g) or (9‎(h) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing Section 7.01 relating to the Company (and or, prior to the Trustee if given by the Holders) and upon any such declarationFall-Away Event, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company Parent occurs and is continuing, then such amount with respect to all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (bc) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of the Trustee, may Holders of all of the Notes rescind and annul such declaration any acceleration and its consequences if: with respect to the Notes; provided (1i) the Company has paid or deposited such rescission would not conflict with the Trustee any judgment of a sum sufficient to pay court of competent jurisdiction and (Aii) all sums paid or advanced by the Trustee under this the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, its counsel have been paid. (Bd) all overdue interest on all Notes then outstanding, (C) In the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such event of a declaration of acceleration of the Notes because an Event of Default described in clause (e) of Section 7.01 has occurred and interest thereon at is continuing, the rate borne declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e) of Section 7.01 shall be remedied or cured, or waived by the Notesholders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and jurisdiction and (3ii) all existing Events of Default, other than the non-payment except nonpayment of principal ofprincipal, premium, if any, and premium or interest on the Notes which have become that became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived waived. (e) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default shall also be cured without any further action. Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.19 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as provided applicable, even though such delivery is not within the prescribed period specified in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect occurs and is continuing, the Trustee, by notice to the Company) shall occur and be continuing with respect to this IndentureIssuers, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes, by notice to the Issuers and the Trustee, may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with all accrued and unpaid interest, Additional Interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on 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 without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. The Holders of a majority in principal amount of the then outstanding which have become due otherwise than Notes by such declaration notice to the Trustee may on behalf of all of the Holders rescind an acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the non-payment of principal ofinterest, premiumpremium or Additional Interest, if any, and interest on the Notes which that have become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to March 1, 2011 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 6.01(53.07(a) above shall have occurred with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and be continuing, such Event payable to the extent permitted by law upon the acceleration of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessNotes.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8) or (96.1(a)(7) above with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding may declare all the unpaid principal of, of (and accrued interestpremium, if any, ) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) Event of Default and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that it is a “notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. acceleration.” If an Event of Default specified in Section 6.01(8) or (96.1(a)(7) above occurs with respect to the Company occurs and is continuingCompany, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by the TrusteeNotes as described in Section 6.2(a), the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal ofsuch interest is lawful, premium, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, have has been cured or waived as provided in this Indenturepaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereonrights relating thereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect occurs and is continuing, the Trustee, by notice to the Company) shall occur and be continuing with respect to this IndentureIssuers, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes, by notice to the Issuers and the Trustee, may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with all accrued and unpaid interest, Additional Interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on thereon. Notwithstanding the preceding, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. The Holders of a majority in principal amount of the then outstanding which have become due otherwise than Notes by such declaration notice to the Trustee may on behalf of all of the Holders rescind an acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the non-payment of principal ofinterest, premiumpremium or Additional Interest, if any, and interest on the Notes which that have become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 6.01(53.07(a) above shall have occurred with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and be continuing, such Event payable to the extent permitted by law upon the acceleration of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessNotes.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.01(6) or (97) above with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes may, declare the Notes then outstanding may declare principal of all the Notes, together with all accrued and unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to and, in the case of an acceleration notice from the Holders of at least 25% in principal amount of the outstanding Notes, the Trustee if given by specifying the Holders) respective Event of Default and upon any such declaration, such principal ofthat it is a "notice of acceleration" (the "Acceleration Notice"), and accrued interest, if any, on the Notes same (i) shall become immediately due and payable immediately; provided that a notice or (ii) if there are any amounts outstanding under the Designated Senior Debt, shall become immediately due and payable upon the first to occur of Default may not be given with respect to any action taken, an acceleration under the Designated Senior Debt or 5 business days after receipt by the Company and reported publicly or to Holders, more than two years prior to the Representative under the Designated Senior Debt of such notice of DefaultAcceleration Notice. If an Event of Default specified in Section 6.01(86.01(6) or (97) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due unpaid principal of and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interestpremium, if any, to and accrued and unpaid interest on all of the date the outstanding Notes will ipso facto become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by the TrusteeNotes as described in clause (a) above, the Holders of a majority in aggregate principal amount of the Notes then outstanding (by written notice to the Company and the Trustee, ) may rescind and annul cancel such declaration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and , (3ii) all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of, premium, if any, and or interest on the Notes which have that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due other than by such declaration of acceleration, have has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in Sections 6.01(6) and (7), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived as provided in this Indentureand the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least twenty-five percent (25% %) in aggregate principal amount of the Outstanding Notes then outstanding may declare all the unpaid principal of, of (and accrued interestpremium, if any, ) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) Event of Default and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that it is a "notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. acceleration." If an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above occurs with respect to the Company occurs and is continuingCompany, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto will become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph (a), the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal ofsuch interest is lawful, premium, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, have has been cured or waived as provided in this Indenturepaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances, including counsel fees and expenses. No such rescission shall affect any subsequent default Default or impair any right consequent thereonrights relating thereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in paragraph (e) of Section 6.01(8) or (9) above 6.01 occurs with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Notes outstanding Securities shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder Holder. If any other Event of Notes. ThereuponDefault shall occur and be continuing, the Trustee may, at its discretion, proceed to protect and enforce the rights of or the Holders of Notes at least 25% in principal amount of outstanding Securities under this Indenture may declare the principal of and accrued interest on such Securities to be due and payable by appropriate judicial proceedings. notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (b) After the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Securities as described in the Trusteetwo preceding paragraphs, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, Securities may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal of, premiumsuch interest is lawful, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (i) or (ii) of paragraph (f) of Section 6.01, if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (g) or (9h) above of Section 6.01 hereof with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be continuing with respect to this Indentureis continuing, either the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken. Notwithstanding the foregoing, and reported publicly or to Holders, more than two years prior to such notice of Default. If if an Event of Default specified in Section 6.01(8clause (g) or (9h) above of Section 6.01 hereof occurs with respect to the Company occurs and is continuingCompany, then any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or any Holder of Notesnotice. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, premium, if any, and interest on the Notes which have or premium that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after February 1, 2006 by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to February 1, 2006 by reason of any consequential acceleration shall be automatically rescinded if (i) willful action or inaction taken or not taken by or on behalf of the Indebtedness that is Company with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerateddate, then, upon acceleration of the Notes, the Holders thereof have rescinded their declaration of acceleration in respect of premium specified for the twelve months commencing on such Indebtednessdate pursuant to Section 3.07 hereof shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. (a) If an Event any of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) failure to pay principal: the Corporation defaults in the payment of any principal of or Yield-Maintenance Amount payable with respect to this Indentureany Note when the same shall become due, either by the Trustee terms thereof or otherwise as herein provided; or (ii) failure to pay interest: the Holders Corporation defaults in the payment of not less any interest on any Note for more than 25% 5 Business Days after the date due; or (iii) cross acceleration: the Corporation or any Restricted Subsidiary (A) defaults (whether as primary obligor or as guarantor or other surety) in aggregate principal amount any payment of the Notes then outstanding may declare all unpaid principal of, and accrued interest, premium (if any) or interest on any Indebtedness beyond any period of grace provided with respect thereto, on all Notes or (B) fails to be due and payable immediatelyperform or observe any other agreement, by a notice term or condition contained in writing to the Company (and to the Trustee if given by the Holders) and upon any agreement under which any such declaration, Indebtedness is created (or if any other event thereunder or under any such principal ofagreement shall occur and be continuing), and accrued interest, if any, on the Notes shall effect of such default in paragraph (A) or (B) is to cause such obligation to become due and payable immediately; provided that a notice of Default may not (or to be given with respect repurchased by the Corporation or any Subsidiary) prior to any action takenstated maturity, provided in either case that the aggregate amount of all obligations in respect of which such default shall occur and be continuing exceeds $10,000,000 (or its then equivalent in U.S. Dollars), and reported publicly or to Holders, more than two years prior to provided further that if (x) the holders of such notice of Default. If accelerated Indebtedness rescind the acceleration which has resulted in an Event of Default specified under this paragraph 7A(iii) pursuant to an express right to do so contained in Section 6.01(8the governing agreement for such Indebtedness, (y) or no holders of Notes have then commenced legal action in respect of their Notes, and (9z) above with respect to the Company occurs no other Event of Default has occurred and is continuing, then all the holders of Notes shall ipso facto become due and payable immediately in an amount equal thereupon be deemed to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without have waived any declaration Default or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified under this paragraph 7A(iii), and to have rescinded any acceleration that occurred by reason of this paragraph 7A(iii); or (iv) incorrect representations: any representation or warranty made by the Corporation herein or by or on behalf of the Corporation or any of its officers in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration writing furnished in connection with or pursuant to this Agreement shall be automatically rescinded if (i) false or incorrect in any respect on the Indebtedness date as of which made, and the actual facts that is the subject of such Event of Default shall have been repaid or (ii) if the default relating exist and give rise to such Indebtedness is waived falsity individually or cured and if such Indebtedness shall in the aggregate could reasonably be expected to have been accelerateda Material Adverse Effect, or could have any adverse effect on the Holders thereof have rescinded their declaration legality, validity or enforceability of acceleration in respect of such Indebtedness.this Agreement or any Notes; or

Acceleration. (a) If an Event of Default (other than as specified an Event of Default of the type described in Section 6.01(86.01(7) or and (9) above with respect to the Company8)) shall occur have occurred and be continuing with respect to this Indenturecontinuing, then the Trustee may or the Holders of as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such entire principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice amount of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with then outstanding plus accrued and unpaid interest, if any, interest to the date of acceleration and the Notes same shall become immediately due and payable; provided, without however, that after any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, such acceleration but before a judgment or decree for payment of the money due has been based upon such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes outstanding by written notice to the Company and the Trusteemay, may in writing, under certain circumstances, rescind and annul such declaration and its consequences if: acceleration if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment nonpayment of principal ofprincipal, premium, if any, and or interest on the Notes which have that has become due solely by such declaration because of the acceleration, have been cured or waived as provided in this Indenture, (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by reason of such declaration of acceleration, has been paid, (3) if the Issuer has paid the Trustee its compensation due and payable and reimbursed the Trustee for its expenses (including legal fees and expenses), disbursements and advances incurred prior to the date of such rescission and annulment and (4) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.01 of the above Events of Default, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. (c) If thereto. In case an Event of Default specified of the type described in clause (7) or (8) of Section 6.01(5) above 6.01 shall have occurred occur, the principal, premium, if any, and be continuing, such Event interest with respect to all of Default and any consequential acceleration the Notes shall be automatically rescinded if (i) due and payable immediately without any declaration or other act on the Indebtedness that is part of the subject of such Event of Default shall have been repaid Trustee or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessthe Notes.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in clauses (7) and (8) of Section 6.01(86.1(a) or (9) above with respect to the CompanyIssuer) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes by notice to the Notes then outstanding Issuer (and the Trustee in the case of a notice provided by the Holders), may declare all unpaid the principal of, premium (including the Applicable Premium) and accrued interest, if any, but unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal ofprincipal, premium (including the Applicable Premium) and accrued interest, if any, on the Notes interest shall become be due and payable immediately; provided that a notice . Notwithstanding the foregoing, in the case of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in clauses (7) and (8) of Section 6.01(8) or (9) above with respect to the Company occurs and is continuing6.1(a), then all the outstanding Notes shall ipso facto will become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act action or notice on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, Default have been cured or waived as provided in this Indentureexcept nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. thereto. If the Notes are accelerated or otherwise become due prior to July 12, 2024 for any reason (c) including the acceleration of claims by operation of law), in each case, as a result of an Event of Default prior to December 21, 2021, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption of the Notes pursuant to paragraph 5 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to July 12, 2024, in each case, as a result of an Event of Default on or after December 21, 2021, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to paragraph 5, in effect on the date of such acceleration, plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption pursuant to paragraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to July 12, 2024, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in clauses (7) and (8) of Section 6.01(56.1(a) (including the acceleration of claims by operation of law)), the premium (including the Applicable Premium) payable with respect to an optional redemption pursuant to paragraph 5 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium (including the Applicable Premium) payable above shall have occurred 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 continuingpayable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM (INCLUDING THE APPLICABLE PREMIUM) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium (including the Applicable Premium) is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium (including the Applicable Premium) shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium (including the Applicable Premium); and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium (including the Applicable Premium) to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in clause (6) of Section 6.1(a), such Event of Default and all consequences thereof (excluding, however, any consequential acceleration resulting payment default) shall be annulled, waived and rescinded, automatically rescinded and without any action by the Trustee or the Holders of the Notes, if (i) the Indebtedness that is the subject of within 30 days after such Event of Default shall have arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been repaid discharged or (iiy) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the requisite number of Holders thereof have rescinded their declaration or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration in respect of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such Indebtednessevents.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (g) or (9h) above of Section 6.01 hereof with respect to the CompanyIssuer, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to . Notwithstanding the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interestforegoing, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8clause (g) or (9h) above of Section 6.01 hereof occurs with respect to the Company occurs and is continuingIssuer, then any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall ipso facto become be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or any Holder of Notesnotice. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, premiuminterest or Liquidated Damages, if any, and interest on the Notes which have that has become due solely by such declaration because of the acceleration, and with respect to any provision of this Indenture that cannot be modified or amended without the consent of the Holder of each note affected thereby) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after February 15, 2006 by reason of any 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 had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to February 15, 2006 by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Issuer with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured date, then, upon acceleration of the Notes, an additional premium shall also become and if such Indebtedness shall have been acceleratedbe immediately due and payable in an amount, for each of the Holders thereof have rescinded their declaration years beginning on February 15 of acceleration in respect the years set forth below, as set forth below (expressed as a percentage of such Indebtedness.the Accreted Value of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 51 Year Percentage ---- ---------- 2001............................................................... 116.335% 2002............................................................... 114.293% 2003............................................................... 112.251% 2004............................................................... 110.209% 2005............................................................... 108.167%

Acceleration. The Bank Creditors and the Noteholders hereby covenant and agree that, notwithstanding any contrary provisions of the Credit Transaction Documents, as long as this Agreement is in effect, (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and Loans may not be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes declared to be due and payable immediatelyand the Commitments may not be terminated pursuant to the Credit Agreement unless (i) the Agent or the Required Banks shall notify the Borrower, by a notice the Noteholders and the Collateral Agent of such declaration and termination in writing to at any time that an Actionable Default under the Company Credit Agreement has occurred and is continuing and (and to ii) at least 10 days shall have passed since the Trustee if given by time of the Holders) and upon any giving of such declaration, such principal ofnotice, and accrued interest, if any, on (b) the Notes shall become may not be declared to be due and payable immediatelypursuant to Section 12.1 of the Note Agreement unless (i) the Noteholders shall notify the Borrower, the Collateral Agent and the Agent of such declaration in writing at any time that an Actionable Default under the Note Agreement has occurred and is continuing and (ii) at least 10 days shall have passed since the giving of such notice; provided provided, however, that a notice (i) the foregoing shall not affect the consequences specified under the Credit Agreement and the Note Agreement in respect of an Actionable Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified Obligor described in Section 6.01(811(g) or 11(h) of the Note Agreement or Section 11.1(g) or Section 11.1(h) of the Credit Agreement, (9ii) above with respect the foregoing shall not affect the rights of any Noteholder to the Company occurs and is continuing, then all the Notes shall ipso facto become declare its Note to be due and payable immediately in an amount equal to accordance with its Note Agreement in the principal amount event of a Payment Default in respect of such Note, (iii) the foregoing shall not affect the rights of the NotesAgent or the Required Banks to declare the Loans or any of them to be due and payable and to terminate the Commitments in accordance with the Credit Agreement in the event of a Payment Default in respect of any of the Outstanding Credit Agreement Obligations, together with accrued (iv) if the Notes or the Loans, or any of them, are declared to be due and unpaid interestpayable in accordance herewith as a result of any Actionable Default, if anythen the foregoing shall not affect the rights of the Noteholders or the Agent to declare the balance of the Notes or the balance of the Loans, or any of them, which are not so due and payable directly as a result of such Actionable Default, to the date the Notes become be due and payable, including without any declaration or other act on the part limitation by means of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of cross-acceleration, but before a judgment or decree for payment of and to terminate the money due has been obtained by the TrusteeCommitments, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1v) the Company has paid or deposited Commitments shall automatically terminate if and when the Loans are declared to be due and payable in accordance with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselSection 7.6, (B) all overdue interest on all Notes then outstanding, (Cvi) the principal of, foregoing shall not require the Banks to make any Revolving Loans or Swing Line Loans (as defined in the Credit Agreement) or issue any Letters of Credit if the conditions to making such Revolving Loans and premium, if any, on any Notes then outstanding which have become due otherwise than by Swing Line Loans and issuing such declaration Letters of acceleration and interest thereon at the rate borne by the NotesCredit are not satisfied, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2vii) the rescission would not conflict provisions of this Section 7.6 may be waived with any judgment or decree the consent of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been acceleratedeach Bank, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessAgent and each Noteholder.

Acceleration. (a) If In the case of an Event of Default (other than as specified in Section 6.01(8) or clause (9) above with respect to the Companyor clause (10) shall occur of Section 6.01(a), all then outstanding Notes will become due and be continuing with respect to this Indenturepayable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all of the Notes to be due and payable immediately, immediately by a notice in writing to the Company (and and, in case of a notice by Holders, also to the Trustee if given by specifying the Holders) respective Event of Default and upon that it is a notice of acceleration. Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After At any time after such a declaration of acceleration, but acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the TrusteeTrustee as hereinafter in Article 6 provided, the Holders of a majority in aggregate principal amount of Notes the then outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay pay: (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, Notes; (CB) the principal of, of (and premium, if any, on on) any Notes then outstanding which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the or rates prescribed therefor in such Notes, and ; (DC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Notes;Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of DefaultDefault with respect to the Notes, other than the non-payment of the principal of, premium, if any, and interest on of the Notes which that have become due solely by such declaration of acceleration, have been cured or waived as provided in this IndentureSection 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If Notwithstanding paragraphs (a) or (b), if an Event of Default specified in Section 6.01(5clause (6) above of paragraph (a) shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i1) (A) the Indebtedness that is the subject of such Event of Default shall have has been repaid or (iiB) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness shall have has been accelerated, then the Holders holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessIndebtedness and (2) any other existing Events of Default, except non-payment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the CompanyNotes (other than an Event of Default specified in clause (7) shall occur under “Events of Default” above) occurs and be continuing with respect to this Indentureis continuing, the Notes Trustee by notice to the Borrower and the Subsidiary Guarantors, or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes (or, in the case of an Event of Default described in clause (4) under “Events of Default” above, if outstanding Securities of other series are affected by such Event of Default, then at least 25% in principal amount of the then outstanding Securities so affected) by notice to the Borrower, the Subsidiary Guarantors and the Notes Trustee, may declare the principal of and all accrued and unpaid principal of, and accrued interest, if any, interest on all then outstanding Notes or all series of Securities, as the case may be, to be due and payable. Upon any such declaration, the amounts due and payable on the Notes will be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8clause (7) or (9) under “Events and Default” above with respect to the Company occurs and is continuingoccurs, then all the Notes shall such amounts will ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration declaration, notice or other act on the part of the Notes Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders The holders of a majority in aggregate principal amount of Notes the then outstanding Securities of the series affected by such Event of Default or all series so affected, as the case may be, by written notice to the Company and the Trustee, Notes Trustee may rescind and annul such declaration an acceleration and its consequences if: (1other than nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the Securities) if (i) the Company has paid rescission would not conflict with any judgment or deposited with the Trustee a sum sufficient to pay decree, (Aii) all sums existing Events of Default with respect to the Securities of that series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that have become due solely because of the acceleration and (iii) the Notes Trustee has been paid or advanced by the Trustee under this Indenture and any amounts due to it for the reasonable compensation, expenses, disbursements and advances of the Notes Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become other amounts due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Trustee under the Senior Notes Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified described in clause (7) of Section 6.01(86.1) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the Notesoutstanding Notes by notice to the Issuer and the Trustee, together with may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, accrued and unpaid interest, if any, to the date on all the Notes become to be due and payable. If an Event of Default described in clause (7) of Section 6.1 occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of NotesHolders. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice may waive all past defaults (except with respect to nonpayment of principal, premium, or interest, if any) and rescind any such acceleration with respect to the Company and the Trustee, may rescind and annul such declaration Notes and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and jurisdiction and (32) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest on the Notes which that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If Notwithstanding the foregoing, if an Event of Default specified in clause (6) of Section 6.01(5) above 6.1 shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have has been repaid or (ii) if the default relating to such Indebtedness is waived by the Holders of such Indebtedness or cured and if such Indebtedness shall have has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, in each case within 20 days after the declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. (a) If an any Event of Default (other than as specified those of the type described in Section 6.01(86.01(h) or (9i), or resulting from a breach of Section 4.20, 4.25 or 4.27) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes of a particular maturity shall, or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes of a particular maturity may, declare the Notes then outstanding may declare principal of all such Notes, together with all accrued and unpaid principal ofinterest, and accrued interestpremium, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) respective Event of Default and upon any that such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that notice is a notice of Default may not be given with respect to any action takenacceleration (the "Acceleration Notice"), and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes same shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration acceleration and its consequences if: if (1i) the Company has paid rescission would not conflict with any judgment or deposited with decree, (ii) all Events of Default, other than the Trustee a sum sufficient to pay nonpayment of accelerated principal of, premium, if any, and interest on Notes, have been cured or waived as provided in this Indenture and (Aiii) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, counsel have been cured or waived as provided paid in this Indenturefull. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. (c) If thereto. In the case of an Event of Default specified in Section 6.01(5(h) above or (i) of Section 6.01 hereof, all outstanding Notes shall have occurred become due and be continuing, such payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of an Event of Default with respect to the Notes of a particular maturity occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention or effect of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem such Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and any consequential be immediately due and payable to the extent permitted by law upon the acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Notes. If an Event of Default occurs prior to September 1, 2007, by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding the premium required upon a redemption of the Notes of a particular maturity under Section 3.07(a) or Section 3.07(b), then the premium specified in Section 3.07(a) or Section 3.07(b), as applicable, shall have been repaid or (ii) if also become immediately due and payable to the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of extent permitted by law upon acceleration in respect of such IndebtednessNotes.

Acceleration. (a) If an Event of Default with respect to the Notes (other than as an Event of Default specified in clause (5) of the first paragraph of Section 6.01(8) or (9) above 6.01 with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or Trustee, upon written direction of the Holders of not less than 25at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 30% in aggregate principal amount of outstanding Notes then outstanding may declare all unpaid principal ofmay, and the Trustee at the written request of such Holders shall, declare the principal of and accrued interest, if any, and unpaid interest on all the outstanding Notes to be due and payable immediately, by a notice in writing to the Company and (and if the notice is given by Holders) to the Trustee if given by specifying the Holders) Event of Default and that it is a “notice of acceleration,” and, upon any such a declaration, such principal of, and accrued interest, if any, on the Notes and unpaid interest shall become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(8) or (9) above 6.01 with respect to the Company occurs and is continuing, then all unpaid principal of, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of At any time after any such acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice to the Company Trustee and the Trustee, Company may rescind and annul cancel any such declaration acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and , (3ii) all existing Events of Default, other than the non-payment nonpayment of principal of, premium, if any, and of or interest on the Notes which that have become due solely by such declaration because of the acceleration, have been cured or waived as provided waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in this Indentureeach 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. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01(56.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) above within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default or an Acceleration shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if 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 or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (ib) the Indebtedness rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that is the subject of such Event of Default shall have been repaid or (ii) if become due solely because of the default relating to such Indebtedness is waived or cured and if such Indebtedness shall acceleration, have been accelerated, the Holders thereof have rescinded their declaration cured or waived. No rescission of acceleration in respect of such Indebtednessthe Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(86.01(g) or (9and Section 6.01(h)) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding under this Indenture may declare all unpaid principal of, and accrued interest, if any, on all the Notes under this Indenture to be due and payable immediately, by a written notice in writing to the Company Issuer (and to the Trustee if such notice is given by the Holders) and upon any ). Upon such a declaration, such principal ofprincipal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration) and accrued interest, if any, on the Notes shall become and unpaid interest will be due and payable immediately; provided that . In the event of a notice declaration of acceleration of the Notes because an Event of Default may not described in Section 6.01(f) has occurred and is continuing, the declaration of acceleration of the Notes shall be given automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect to thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any action taken, judgment or decree of a court of competent jurisdiction and reported publicly or to Holders, more than two years prior to such notice (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. ​ (b) If an Event of Default specified described in Section 6.01(86.01(g) or (9Section 6.01(h) above with respect to the Company occurs and is continuing, then all the principal of, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes shall ipso facto become due and payable immediately in an amount equal to on the principal amount date of the Notes, together with accrued and unpaid interestsuch declaration), if any, to the date and accrued and unpaid interest on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.01 hereof occurs with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and Trustee may on behalf of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, premium, if any, and interest on the Notes which have or premium that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after June 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to June 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to June 1, 2003, then, upon acceleration of the Notes, an additional premium shall also become and any consequential acceleration shall be automatically rescinded if immediately due and payable in an amount, for each of the years beginning on June 1 of the years set forth below, as set forth below (i) expressed as a percentage of the Indebtedness aggregate principal amount to the date of payment that is would otherwise be due but for the subject provisions of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.this sentence): YEAR PERCENTAGE ---- ---------- 1998............................................... 115.000% 1999............................................... 113.125% 2000............................................... 111.250% 2001............................................... 109.375% 2002............................................... 107.500%

Acceleration. (a) If 10.1. Upon the occurrence of an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect Acceleration and at any time thereafter, if any Event of Acceleration shall then be continuing, the Lender, by written notice to the Company, may (i) declare the Outstanding Principal Amount, and accrued Interest thereon, to be, whereupon the same, together with any other amounts owing by the Company under the Loan Documents shall become, forthwith due and payable without further presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Company, whereupon the Lender may proceed to exercise all of its rights and remedies against the Company under the Loan Documents and under applicable law and/or (ii) declare its obligation to make further Installments terminated, whereupon such obligations shall be terminated; provided, however, that if an Event of Acceleration described in Section 10.3.4. should occur, the result which would otherwise occur only upon the giving of written notice to the Company, as specified above, shall occur automatically without the giving of such notice. 10.2. The Company shall promptly notify the Lender of the occurrence of any Event of Acceleration. 10.3. Each of the events set out below in this Section 10.3 shall be an “Event of Acceleration”: 10.3.1. The Company or any of its Subsidiaries does not pay any amount payable by it under the Loan Documents when due and such default shall continue unremedied for more than five (5) Business Days after written notice by the Lender to the Company; 10.3.2. Default shall be continuing with made by the Company or any of its Subsidiaries in the due observance or performance of any other covenant or condition contained in any of the Loan Documents required to be observed or performed by it which default is not remedied within 30 days after written notice from Lender. 10.3.3. Any representation or warranty made by the Company or any of its Subsidiaries in the Loan Documents is incorrect or misleading in any material respect when made (or deemed made); 10.3.4. The Company or any of its Subsidiaries commences, or there is commenced against either of the Company or any of its Subsidiaries (or any of its assets), any proceedings under any bankruptcy, insolvency, reorganization, receivership, relief of debtors, dissolution, liquidation or similar law of any jurisdiction and, if such proceedings are commenced against the Company or any of its Subsidiaries, such proceedings are not dismissed within 60 days after the institution thereof; the Company or any of its Subsidiaries admits in writing its inability to this Indenturepay its debts generally as such debts become due; a court of competent jurisdiction enters an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Trustee Company or any of its Subsidiaries or of the whole or any substantial part of its properties which order, judgment or decree is not dismissed within 60 days after the giving thereof; or the Holders Company or any of not less than 25% its Subsidiaries makes a general assignment for the benefit of creditors; 10.3.5. One or more judgments for payment of money in excess of $ 250,000 in the aggregate principal amount shall be rendered against the Company or any of the Notes then outstanding may declare all unpaid its Subsidiaries and such judgments, decrees or orders shall continue unsatisfied and in effect for a period of 30 consecutive days without being vacated, discharged, satisfied or stayed or bonded pending appeal; 10.3.6. The Company or any of its subsidiaries shall: (i) fail to pay any installment of principal of, and accrued interestor interest on, any other indebtedness for borrowed money in a principal amount which exceeds $ 200,000 (“Other Debt”), whether now or at any time hereafter outstanding, whether at maturity, by call for redemption, acceleration, declaration or otherwise or (ii) fail to perform or observe any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any such Other Debt, when required to be performed or observed, if anythe effect of such failure to perform or observe is to accelerate, on all Notes or to permit the acceleration of, the maturity of such Other Debt or any such Other Debt shall be declared to be due and payable immediately, or required to be prepaid (other than by a notice in writing regularly scheduled required prepayment) prior to the Company (and to the Trustee if given stated maturity thereof; 10.3.7. A breach by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice Company of Default may Section 11 herein which is not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by cured within 30 days after written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notesfrom Lender; (2) the rescission would not conflict with any judgment or decree 10.3.8. A Change of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default Control shall have been repaid consummated; or 10.3.9. Any event or series of events occur(s), which, in the reasonable opinion of the Lender, after discussion with the Company, is likely to have a material adverse effect on the ability of the Company to pay any amount payable by it under this Agreement when due. This Section 10.3.9 shall only apply at such times that the Outstanding Principal Amount exceeds five million US dollars (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessUS $ 5,000,000).

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(88.01(5) or (96)) above with respect occurs and is continuing, the Trustee may, by notice to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than at least 25% in aggregate principal Principal amount of the Notes then outstanding may Outstanding may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare all unpaid principal of, Principal of and accrued interest, interest to the date of acceleration on the Notes then Outstanding (if any, on all Notes not then due and payable) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes same shall become and be immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in Section 6.01(88.01(5) or (96) above with respect to the Company occurs occurs, all unpaid Principal and is continuing, then all accrued interest on the Notes then Outstanding shall ipso facto IPSO FACTO become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesNoteholder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal Principal amount of the Notes outstanding then Outstanding by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration an acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (Ai) all sums paid or advanced by existing Events of Default, other than the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances non-payment of the TrusteePrincipal of the Notes which has become due solely by such declaration of acceleration, its agents and counselhave been cured or waived; (ii) to the extent the payment of such interest is lawful, (B) all overdue interest on all Notes then outstandingoverdue installments of interest and overdue Principal, (C) the principal of, and premium, if any, on any Notes then outstanding which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notesacceleration, and has been paid; (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3iv) all Events payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. Anything herein contained to the contrary notwithstanding, in the event of Defaultany acceleration pursuant to this Section 8.02, other than the non-payment of principal of, premium, Company shall not be obligated to pay any premium which it would have had to pay if any, and interest on it had then elected to redeem the Notes which have become due solely by such declaration pursuant to paragraph 5 of acceleration, have been cured or waived as provided in this Indenturethe Notes. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If In the case of an Event of Default (other than as specified in Section 6.01(8clause (7) or (9) above 8) of Section 6.01 hereof, with respect to the Company) shall occur 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 continuing with respect to this Indenturepayable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premiumhereunder, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of Default, other than the non-payment Default (except nonpayment of principal of, premiumpremium on, if any, and interest or interest, if any, on the Notes which have that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after August 15, 2015 by reason of any 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 had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to August 15, 2015 by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Issuer with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerateddate, then, upon acceleration of the Notes, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessApplicable Premium shall also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect occurs and is continuing, the Trustee, by notice to the Company) shall occur and be continuing with respect to this IndentureIssuer, the Trustee or the Holders of not less than at least 25% in of the aggregate principal amount then outstanding of the Notes then outstanding Notes, by written notice to the Issuer and the Trustee, may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately. Notwithstanding the foregoing, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice case of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8paragraph (i) or (9j) above of Section 6.01 hereof with respect to the Company occurs and is continuingIssuer, then all the outstanding Notes shall ipso facto become and shall be immediately due and payable immediately in an amount equal to the principal amount without further action or notice. Holders of the Notes, together with accrued and unpaid interest, if any, to the date Notes may not enforce this Indenture or the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived except as provided in this Indenture. No The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If Holders’ interest. Without limiting the generality of the foregoing in this Article VI, it is understood and agreed that if the Notes are accelerated as a result of an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such (including an acceleration upon the occurrence of an actual or deemed entry of an order for relief with respect to the Issuer or any Guarantor under Bankruptcy Law or upon the occurrence of an Event of Default pursuant to Section 6.01(i) or (j)), the Notes that become due and payable shall include the applicable optional redemption premium as of such date set forth in Section 3.07(a), which shall become immediately due and payable by the Issuer and the Guarantors and shall constitute part of the Obligations as if the Notes were being optionally redeemed as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits and actual damages as a result thereof. The optional redemption premiums shall also be automatically and immediately due and payable if the Notes are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any consequential acceleration other means. The optional redemption premiums payable pursuant to this Indenture shall be automatically rescinded if presumed to be the liquidated damages sustained by each Holder as the result of the early repayment or prepayment of the Notes (iand not unmatured interest or a penalty) and each of the Issuer and the Guarantors agrees that it is reasonable under the circumstances currently existing. EACH OF THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE OPTIONAL REDEMPTION PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION. Each of the Issuer and the other Guarantors expressly agree (to the fullest extent they may lawfully do so) that: (A) the Indebtedness that optional redemption premiums are individually and collectively reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the optional redemption premiums shall each be payable notwithstanding the then prevailing market rates at the time payment or redemption is the subject made; (C) there has been a course of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been acceleratedconduct between Holders, the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the optional redemption premiums; and (D) the Issuer and the other Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Issuer and the Guarantors expressly acknowledge that its agreement to pay or guarantee the payment of the optional redemption premiums to the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessas herein described are individually and collectively a material inducement to Holders to make available (or be deemed to make available) the Notes.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(8Sections 6.01(6) or (96.01(7) above with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the unpaid principal of, and accrued interestpremium, if any, on and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee Trustee, if given by the Holders) and upon any such declaration, declaration such principal ofamount, and accrued interestpremium, if any, on the Notes shall and accrued and unpaid interest will become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. payable. (b) If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs specified in Sections 6.01(6) or 6.01(7) above occurs, all unpaid principal of, and is continuingpremium, then all if any, and accrued and unpaid interest on, the Notes shall then outstanding will ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder Holder. (c) The Holders of Notesa majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, -66- if any, and interest on the Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. ThereuponNo such rescission shall affect any subsequent Default or impair any right consequent thereto. The Holders of a majority in principal amount of the 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 interest on any Notes or a Default in respect of any term or provision of the Notes or this Indenture that cannot be modified or amended without the consent of all Holders. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture and under the TIA. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee mayis under no obligation to exercise any of its rights or powers under this Indenture at the request, at order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity against any and all expense and liability to which the Trustee, in its discretion, proceed may be exposed. Subject to protect all provisions of this Indenture and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trusteeapplicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Company and Trustee or exercising any trust or power conferred on the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (h) or (9i) above with respect to the Companyof Section 6.01) shall occur hereof occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, immediately by a notice in writing to the Company and the Guarantors (and to the Trustee if given by the Holders) and upon ). Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken. Notwithstanding the foregoing, and reported publicly or to Holders, more than two years prior to such notice of Default. If if an Event of Default specified in Section 6.01(8clause (h) or (9i) above with respect to the Company occurs and is continuingof Section 6.01 hereof occurs, then all the outstanding Notes shall ipso facto become be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or any Holder of Notesnotice. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, premium, if any, and interest on the Notes which have or premium that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after August 15, 2000 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, an equivalent premium shall have occurred also become and be continuingimmediately due and payable to the extent permitted by law upon the acceleration of the Notes, such anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to August 15, 2000, by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Company with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured date, then, upon acceleration of the Notes, an additional premium shall also become and if such Indebtedness shall have been acceleratedbe immediately due and payable in an amount, for each of the Holders thereof have rescinded their declaration years beginning on August 15 of acceleration in respect the years set forth below, as set forth below (expressed as a percentage of such Indebtedness.the principal amount that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE 1996 113.000% 1997 111.375% 1998 109.750% 1999 108.125%

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(8clause (7) or (9) above 8) of Section 6.1 with respect to the Company) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee by notice to the Company or the Holders of not less than 25at least 30% in aggregate principal amount of the outstanding Notes then outstanding by written notice to the Company and the Trustee may declare all unpaid the principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal ofprincipal, premium and accrued interest, if any, on the Notes shall become and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; provided provided, that a notice any time period to cure any actual or alleged Default or Event of Default may not be given extended or stayed by a court of competent jurisdiction; and (3) there has been paid or deposited with respect the Trustee a sum sufficient to any action takenpay all amounts due to the Trustee and reimburse the Trustee for the reasonable expenses, disbursements and reported publicly or to Holdersfees incurred by the Trustee, more than two years prior to its agents and its counsel, in such notice of Defaultcapacity, in connection with such acceleration. If an Event of Default specified described in Section 6.01(8clause (7) or (9) 8) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notesof, together with accrued and unpaid interestpremium, if any, to the date and accrued and unpaid interest on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder Holders. If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights an Event of the Holders of Notes by appropriate judicial proceedings. Default (b) After a declaration of accelerationincluding, but before a judgment or decree for payment of the money due has been obtained by the Trusteenot limited to, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5clause (7) or (8) above (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the amount that shall have occurred then be due and payable shall be continuingequal to: (1) (x) 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration or (y) the applicable redemption price in effect on the date of such acceleration, as applicable, plus (2) accrued and unpaid interest, if any, to, but excluding, the date of such acceleration, in each case as if such acceleration were an optional redemption of the Notes so accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such including, but not limited to, an Event of Default shall have been repaid specified in clause (7) or (ii) if 8) above (including the default relating to such acceleration of any portion of the Indebtedness is waived or cured and if such Indebtedness shall have been acceleratedevidenced by the Notes by operation of law)), the Holders thereof have rescinded their declaration Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of acceleration in the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such Indebtednessacceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and 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. If the Applicable Premium or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in clause (7) or (8) above. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Notes and the Issuers agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. EACH ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers expressly agree (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between the Holders and the Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes.

Acceleration. (a) If Upon the occurrence of an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect which has not been waived by the Lenders, by delivery of written notice to the Company) shall occur and be continuing with respect to this IndentureBorrowers, the Trustee Agent, may, take any or the Holders of not less than 25% in aggregate principal amount all of the Notes then outstanding may following actions, without prejudice to the rights of the Lenders to enforce their claims against the Borrowers: declare all unpaid principal of, and accrued interest, if any, on all Notes or any part of the Obligations hereunder to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given except with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified set forth in Section 6.01(89.1(d) or (9) above with respect to the Company occurs and is continuinghereof, then in which case all the Notes such Obligations shall ipso facto automatically become immediately due and payable immediately in an amount equal to without the principal amount necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Majority Lenders or the Agent. If at any time after acceleration of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. ThereuponObligations hereunder, the Trustee may, at its discretion, proceed to protect Borrowers shall pay all arrears of interest and enforce the rights all payments on account of the Holders principal of such Term Loan Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which shall have become due otherwise than by such declaration of acceleration and (with interest thereon at the rate borne by the Noteson principal and, and (D) to the extent that payment of such interest is lawfulpermitted by law, interest upon on overdue interest interest, at the rate borne by the Notes; (2rates specified in this Agreement) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and all Events of Default, Default and Defaults (other than the non-payment nonpayment of principal of, premium, if any, of and accrued interest on the such Term Loan Notes which have become and other Obligations hereunder due and payable solely by such declaration virtue of acceleration) shall be remedied or waived, have been cured or waived as provided then by written notice to the Borrowers, the Agent may elect, in this Indenture. No its sole discretion, to rescind and annul the acceleration and its consequences; but such rescission action shall not affect any subsequent default Default or Event of Default or impair any right or remedy consequent thereon. (c) If an Event . The provisions of Default specified in Section 6.01(5) above shall have occurred the preceding sentence are not intended to benefit the Borrowers and be continuingdo not give the Borrowers the right to require the Majority Lenders or the Agent to rescind or annul any acceleration hereunder, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) even if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessconditions set forth herein are met.

Acceleration. (a) If In the case of an Event of Default (other than as of a type specified in Section 6.01(86.01(7) or (9) above with respect to the Company) shall occur 8)), occurs and be is continuing with respect to under this Indenture, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes (exclusive of Notes owned by the Company or any of its Affiliates) may declare all unpaid principal ofthe principal, interest and accrued interest, if any, any other monetary obligations on all the then outstanding Notes issued under this Indenture to be due and payable immediately, immediately by a notice in writing to the Company (and with a copy to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interestTrustee, if any, on the Notes shall become due and payable immediately; provided that a such written notice is from Holders of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified at least 25% in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the then-outstanding Notes) specifying the Event of Default; provided, together with accrued and unpaid interesthowever, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of that after such acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trusteebased on acceleration, the Required Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trusteemay, may under certain circumstances, rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, acceleration if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment nonpayment of accelerated principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of accelerationinterest, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If Notwithstanding the foregoing, in the case of an Event of Default specified in pursuant to Section 6.01(56.01(7) above shall or (8), all outstanding Notes will become due and payable immediately without further action or notice. The Required Holders by written notice to the Company and the Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium, if any, on, or interest on, the Notes that has become due solely because of the acceleration) have occurred been cured or waived. Upon any Notes becoming due and be continuingpayable under this Indenture, whether automatically or by declaration, such Event of Default Notes will forthwith mature and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject entire unpaid principal amount of such Event Notes, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of Default shall have been repaid which are hereby waived. The Company acknowledges, 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 Company (except as herein specifically provided for). If all or (ii) if any part of the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration Note Obligations in respect of the Note Documents or the Notes Guarantees becomes due and payable on or prior to the end of any period during which a Prepayment Premium or Make-Whole Amount would be due, whether on the Maturity Date, upon acceleration (whether by election or automatically), or on such Indebtednessother earlier date on which the Obligations in respect of the Note Documents, the Notes Guarantee or portion of the Note Obligations in respect of the Note Documents or the Notes Guarantee becomes due and payable as provided in the Note Documents or the Notes Guarantee, the applicable Prepayment Premium amount and the applicable Make-Whole Amount shall be due and payable on such repayment date, which Prepayment Premium and Make-Whole Amount shall constitute liquidated damages (it being agreed that the amount of damages that such Holder will suffer in each case are difficult to calculate). EACH OF THE NOTE PARTIES 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 ANY PREPAYMENT PREMIUM. Each of the Note Parties expressly agrees (to the fullest extent that it may lawfully do so) that: (A) each of the Prepayment Premium and Make-Whole Amount is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) NO PREPAYMENT PREMIUM AMOUNT OR MAKE-WHOLE AMOUNT SHALL CONSTITUTE, OR BE DEEMED OR CONSIDERED TO BE, UNMATURED INTEREST ON THE NOTES OR OTHER AMOUNT AND NONE OF THE NOTE PARTIES SHALL ARGUE UNDER ANY CIRCUMSTANCE THAT ANY PREPAYMENT PREMIUM AMOUNT OR MAKE-WHOLE AMOUNT CONSTITUTES UNMATURED INTEREST ON THE NOTES; (C) the Prepayment Premium and Make-Whole Amount shall be payable when due notwithstanding the then prevailing market rates at the time payment is made; (D) there has been a course of conduct between the Holders and the Note Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and Make-Whole Amount; (E) each of the Note Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; and (F) in view of the impracticability and extreme difficulty of ascertaining actual damages, the parties mutually agree that the Prepayment Premium and Make-Whole Amount are a reasonable calculation of the Holders’ lost profits as a result of any such prepayments and are not a penalty.

Acceleration. (a) If an Event of Default with respect to the Notes (other than as an Event of Default specified in clause (5) of the first paragraph of Section 6.01(8) or (9) above 6.01 with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or Trustee, upon written direction of the Holders of not less than 25at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 30% in aggregate principal amount of outstanding Notes then outstanding may declare all unpaid principal ofmay, and the Trustee at the written request of such Holders shall, declare the principal of and accrued interest, if any, and unpaid interest on all the outstanding Notes to be due and payable immediately, by a notice in writing to the Company and (and if the notice is given by Holders) to the Trustee if given by specifying the Holders) Event of Default and that it is a “notice of acceleration,” and, upon any such a declaration, such principal of, and accrued interest, if any, on the Notes and unpaid interest shall become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(8) or (9) above 6.01 with respect to the Company occurs and is continuing, then all unpaid principal of, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of At any time after any such acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice to the Company Trustee and the Trustee, Company may rescind and annul cancel any such declaration acceleration and its consequences if: if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and , (3ii) all existing Events of Default, other than the non-payment nonpayment of principal of, premium, if any, and of or interest on the Notes which that have become due solely by such declaration because of the acceleration, have been cured or waived as provided waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in this Indentureeach 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. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01(56.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) above within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default or an Acceleration shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if continuing shall be less than the greater of $450.0 million and 1.0% of Total Assets, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (ib) the Indebtedness rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that is the subject of such Event of Default shall have been repaid or (ii) if become due solely because of the default relating to such Indebtedness is waived or cured and if such Indebtedness shall acceleration, have been accelerated, the Holders thereof have rescinded their declaration cured or waived. No rescission of acceleration in respect of such Indebtednessthe Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If In the case of an Event of Default (other than as specified in Section 6.01(8clause (l) or (9m) above of Section 6.01 hereof, with respect to the Company) any Material Entity, all outstanding Notes shall occur become due and be continuing with respect to this Indenturepayable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, interest or premium, if any, and interest on the Notes which have that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after 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 ▇▇▇▇ 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 had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to November 1, 2006 by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of either Issuer, any Restricted Entity, any Restricted Subsidiary of ▇▇▇▇ Las Vegas or any Restricted Entity, any Guarantor, the Indebtedness that is Parent Guarantor or any of their respective Subsidiaries with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured date, then, upon acceleration of the Notes, an additional premium shall also become and if such Indebtedness shall have been acceleratedbe immediately due and payable in an amount, for each of the Holders thereof have rescinded their declaration years beginning on November 1 of acceleration in respect the years set forth below, as set forth below (expressed as a percentage of such Indebtedness.the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2003 15.0 % 2004 14.0 % 2005 and thereafter 13.0 %

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(86.1(a)(5) or and (9a)(6) above with respect to the CompanyIssuer) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee by written notice to the Issuer or the Holders of not less than 25at least 30% in aggregate principal amount of the outstanding Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) declare the principal of, and premium, if any, on and accrued and unpaid interest and Additional Amounts on, all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest and Additional Amounts will be due and payable immediately. In the event of any Notes then outstanding which have become due otherwise than by Event of Default specified in Section 6.1(a)(4), such declaration Event of acceleration Default and interest thereon at the rate borne all conse-quences thereof shall be annulled, waived and rescinded, automatically and without any action by the NotesTrustee or the Holders, if within 30 days after such Event of Default arose: (1) (x) the Indebtedness that gave rise to such Event of Default shall have been discharged in full; or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (z) cured; and (D) to if the extent default that payment is the basis for such Event of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; Default has been remedied or (2) (i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3ii) all existing Events of Default, other than the non-payment except nonpayment of principal of, and premium or interest, if any, on, the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.1(a)(5) and (a)(6) with respect to the Issuer occurs and is continuing, the principal of, and premium, if any, and accrued and unpaid interest and Additional Amounts on, all the Notes will become and be immediately due and payable without any declaration or other act on the Notes which have become due solely by such declaration part of acceleration, have been cured the Trustee or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereonHolders. (ci) If an a Default for a failure to report or failure to deliver a required certificate in connection with another Default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another Default that resulted solely because of that Initial Default shall also be cured without any further action and (ii) any Default or Event of Default specified in for the fail-ure to comply with the time periods prescribed under Section 6.01(5) above shall have occurred and be continuing3.10, such Event or otherwise to deliver any notice or certificate pursuant to any other provision of Default and any consequential acceleration this Indenture shall be automatically rescinded if (i) deemed to be cured upon the Indebtedness that delivery of any such report required by said provision or such notice or certificate, as applicable, even though such delivery is not within the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtednessprescribed period specified herein.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in clauses 8 and 9 above) under Section 6.01(8) or (9) above with respect to the Company) shall occur 6.01 occurs and be continuing with respect to this Indentureis continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes then outstanding may declare all the unpaid principal of, and accrued interestpremium, if any, on and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee Trustee, if given by the Holders) specifying the respective Event of Default and upon any such declarationdeclaration such principal, such principal of, and accrued interestpremium, if any, on the Notes and accrued and unpaid interest shall become immediately due and payable immediatelypayable; provided provided, however, that a so long as any Obligations under any Credit Facilities shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under such Credit Facilities or (2) five business days after receipt by the Company and the agent under such Credit Facilities of written notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice declaration of Defaultacceleration of the Notes. If an Event of Default specified in Section 6.01(8) clauses 8 or (9) 9 above with respect to the Company occurs occurs, all unpaid principal of, and is continuingaccrued interest on, then all the Notes shall ipso facto then outstanding will become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payableimmediately, without any declaration or other act on the part of the Trustee or any Holder Holder. If any Event of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Holders Company with the intention of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for avoiding payment of the money premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due has been obtained and payable, to the extent permitted by law, anything in this Indenture or in the TrusteeNotes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the Holders of a majority premium specified in aggregate principal amount of Notes outstanding by written notice this Indenture shall also become immediately due and payable to the Company and extent permitted by law upon the Trustee, may rescind and annul such declaration and its consequences if: acceleration of the Notes. If (1i) (A) the Company or any Subsidiary Guarantor has paid or deposited with the such Trustee a sum sufficient to pay (A1) all sums overdue installments of interest on all the Notes, (2) the principal of, and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Notes, (3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) all money paid or advanced by the Trustee under this Indenture thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, ; (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest on the of any Notes which that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission shall will affect any subsequent default Event of Default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(87.01(g) or (9h) above with respect to the CompanyIssuer) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than 25% in at least a majority by aggregate principal amount of the Notes then outstanding Notes, by notice to the Issuer, may declare all unpaid the principal of, of and accrued interest, if any, but unpaid interest on all the Notes to be due and payable immediately, by payable. Upon such a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes interest shall become be due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(87.01(g) or (9h) above with respect to the Company occurs Issuer occurs, the principal of and is continuing, then interest on all the Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Collateral Agent or any Holders. The Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration an acceleration and its consequences if: (1) if the Company 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 paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and interest thereon at is continuing as a result of the rate borne by acceleration of any Indebtedness described in Section 7.01(e) or (f), the Notes, and (D) to declaration of acceleration of the extent that payment Notes shall be automatically annulled if the holders of any such Indebtedness have rescinded the declaration of acceleration in respect of such interest is lawful, interest upon overdue interest at Indebtedness within 30 days of the rate borne by the Notes; date of such acceleration and if (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and jurisdiction and (3ii) all existing Events of Default, other than the non-payment except nonpayment of principal of, premium, if any, and or interest on the Notes which have become that became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereonwaived. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Upon the happening of any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture6.01, the Trustee may, or the Holders holders of not less than at least 25% in aggregate principal amount of outstanding Notes may, declare the Notes then outstanding may declare all unpaid principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by a notice in writing to the Company (Issuers and to the Trustee if given by specifying the Holders) respective Event of Default and upon any such declaration, such principal of, that it is a "notice of acceleration" and accrued interest, if any, on the Notes same shall become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified of the type described in Section 6.01(8clause (f) or (9g) above with respect to the Company occurs and is continuing, then all the Notes shall such amount will ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Company Issuers and the Trustee, Trustee may rescind and annul cancel such declaration and its consequences if: (1a) if the Company has paid rescission would not conflict with any judgment or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counseldecree, (Bb) if all overdue existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration, (c) to the extent the payment of such interest is lawful, interest on all Notes then outstandingoverdue installments of interest and overdue principal, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration acceleration, has been paid, (d) if the Issuers have paid the Trustee its reasonable compensation and interest thereon at reimbursed the rate borne by the NotesTrustee for its expenses, disbursements and advances, and (De) to in the extent that payment event of such interest is lawful, interest upon overdue interest at the rate borne by cure or waiver of an Event of Default of the Notes; type described in clause (2f) or (g) of the rescission would not conflict with any judgment or decree description of a court of competent jurisdiction; and (3) all Events of DefaultDefault above, other than the non-payment Trustee shall have received an Officers' Certificate and an Opinion of principal of, premium, if any, and interest on the Notes which have become due solely by Counsel that such declaration Event of acceleration, have Default has been cured or waived waived; provided, however, that such counsel may rely, as provided in this Indentureto matters of fact, on a certificate or certificates of officers of Abraxas. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified an Event of Default described in Section 6.01(86.01(a)(6) or (9above) above with respect to the Company) shall occur occurs and be is continuing with respect to this Indenture, the Trustee by notice to either Issuer or the Holders of not less than 25at least 30% in aggregate principal amount of the outstanding Notes then outstanding may under this Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare all unpaid the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, by a notice in writing the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to the Company (and to the Trustee if given Section 6.01(a)(5) shall be remedied or cured, or waived by the Holdersholders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and upon any such declaration(2) all existing Events of Default, such principal ofexcept nonpayment of principal, and accrued premium or interest, including Additional Amounts, if any, on the Notes shall become that became due and payable immediately; provided that a notice solely because of Default may not be given with respect to any action takenthe acceleration of the Notes, and reported publicly have been cured or to Holders, more than two years prior to such notice of Default. waived. (b) If an Event of Default specified described in Section 6.01(8) or (96.01(a)(6) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notesof, together with premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, to the date on all the Notes will become and be immediately due and payable, payable without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolders. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (h) or (9i) above with respect to the Companyof Section 6.01 hereof) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon . Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8clause (h) or (9i) above with respect to the Company occurs and is continuingof Section 6.01 hereof occurs, then all the outstanding Notes shall ipso facto become be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or any Holder of Notesnotice. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and Trustee may on behalf of all of the Trustee, may Holders rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of DefaultDefault (except nonpayment of principal, other than the non-payment of principal of, premium, if any, and interest on the Notes which have or premium that has become due solely by such declaration because of the acceleration, ) have been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If an Event of Default specified in occurs on or after September 1, 2002 solely by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to September 1, 2002 solely by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Company with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured date, then, upon acceleration of the Notes, an additional premium shall also become and if such Indebtedness shall have been acceleratedbe immediately due and payable in an amount, for each of the Holders thereof have rescinded their declaration years beginning on September 1 of acceleration in respect the years set forth below, as set forth below (expressed as a percentage of such Indebtedness.the accreted value to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE

Acceleration. (a) If an Event any Default described in Section 7.6 or 7.7 occurs, the obligations of the Lenders to make Loans hereunder and the Commitments shall automatically terminate and the Obligations, including any Prepayment Premium, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and without any election or action on the part of the Administrative Agent or any Lender. (b) If any Default occurs and is continuing (other than as specified a Default described in Section 6.01(8) 7.6 or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture7.7), the Trustee Required Lenders may terminate or suspend the Holders of not less than 25% in aggregate principal amount obligations of the Notes then outstanding may Lenders to make Loans and the Commitments hereunder, or declare all unpaid principal ofthe Obligations, and accrued interestincluding any Prepayment Premium, if any, on all Notes to be due and payable immediatelypayable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) Further, if the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of a Default, as a result of the commencement of a proceeding under any Debtor Relief Law, by operation of law or as a notice in writing to result of an acceleration thereunder, the Company (amount of principal of and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, premium on the Notes shall become Term Loans that becomes due and payable immediately; provided that a notice shall equal 100% of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to Term Loans plus any Prepayment Premium then due on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Notes Term Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Term Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Default, as a result of the commencement of a proceeding under any Debtor Relief Law, by operation of law or as a result of an acceleration thereunder, any Prepayment Premium applicable with respect to a voluntary prepayment of the Term Loans will also be due and payable, without any declaration or other act payable on the date of such acceleration or such other prior due date as #96212676v31 though the Term Loans were voluntarily prepaid as of such date and shall constitute part of the Trustee or any Holder of Notes. ThereuponObligations, the Trustee may, at its discretion, proceed to protect and enforce the rights in view of the Holders impracticability and extreme difficulty of Notes ascertaining actual damages and by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment mutual agreement of the money due has been obtained by the Trustee, the Holders parties as to a reasonable calculation of each ▇▇▇▇ ▇▇▇▇▇▇’s lost profits as a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereonresult thereof. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least twenty-five percent (25% %) in aggregate principal amount of the Outstanding Notes then outstanding may declare all the unpaid principal of, of (and accrued interestpremium, if any, ) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) Event of Default and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that it is a “notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. acceleration.” If an Event of Default specified in Section 6.01(86.1(a)(7) or (9) above occurs with respect to the Company occurs and is continuingCompany, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto will become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph (a), the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal ofsuch interest is lawful, premium, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, have has been cured or waived as provided in this Indenturepaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereonrights relating thereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.01(6) or (97) above with respect to the Company) shall occur occurs and be is continuing with respect and has not been waived pursuant to this IndentureSection 6.04, then the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the outstanding Notes then outstanding may declare all unpaid the principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by specifying the Holders) respective Event of Default and upon that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. Upon any such declaration, but subject to the immediately preceding sentence, such principal of, and accrued interest, if any, on the Notes amount shall become be immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. payable. (b) If an Event of Default specified in Section 6.01(86.01(6) or (97) above occurs and is continuing with respect to the Company occurs Company, all unpaid principal of, premium, if any, and is continuing, then accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedingsHolder. (c) In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of any premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Paragraph 7(a) of the Notes, then the Notes becoming due and 251 -71- payable pursuant to Section 6.01(a) or (b) After shall be and become due and payable at the Relevant Redemption Price. (d) At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by the TrusteeNotes in accordance with Section 6.02(a), the Holders of a majority in aggregate principal amount of the Notes outstanding by written notice to may, on behalf of the Company and Holders of all of the TrusteeNotes, may rescind and annul cancel such declaration and its consequences if: (1i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and decree, (3ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of, premium, if any, and or interest on the Notes which have that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in this Indenturewaived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(86.01(e) or (9f) above with respect to the CompanyIssuer) shall occur occurs and be continuing with respect to this Indentureis continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of outstanding Notes by notice to the Issuer (and the Trustee in the case of a notice provided by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. The Holders of a majority in principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration an acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) and if all existing Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, Default have been cured or waived as provided in this Indentureexcept nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. thereto. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(e) or (cf), 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 accrued and unpaid interest and premium on, the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to Paragraph 6 of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption pursuant to Paragraph 6 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to February 15, 2019, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes pursuant to Paragraph 6 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) If or (f) (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption pursuant to Paragraph 6 of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(5) above shall have occurred and be continuing6.01(d), such Event of Default and all consequences thereof (excluding, however, any consequential acceleration resulting payment default) shall be annulled, waived and rescinded, automatically rescinded and without any action by the Trustee or the Holders of the Notes, if (i) the Indebtedness that is the subject of within 30 days after such Event of Default shall have arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been repaid discharged or (iiy) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the requisite number of Holders thereof have rescinded their declaration or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration in respect of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such Indebtednessevents.

Acceleration. (a) If an Upon the happening of any Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture6.01, the Trustee may, or the Holders holders of not less than at least 25% in aggregate principal amount of outstanding Notes may, declare the Notes then outstanding may declare all unpaid principal of, and accrued interestpremium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, by a notice in writing to the Company (Issuers and to the Trustee if given by specifying the Holders) respective Event of Default and upon any such declaration, such principal of, that it is a "notice of acceleration" and accrued interest, if any, on the Notes same shall become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Defaultpayable. If an Event of Default specified of the type described in Section 6.01(8clause (f) or (9g) above with respect to the Company occurs and is continuing, then all the Notes shall such amount will ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteepreceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Company Issuers and the Trustee, Trustee may rescind and annul cancel such declaration and its consequences if: (1a) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and decree, (3b) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of, premium, if any, and or interest on the Notes which have that has become due solely because of such acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of the description of Events of Default above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived waived; provided, however, that such counsel may rely, as provided in this Indentureto matters of fact, on a certificate or certificates of officers of Abraxas. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than as specified in Section 6.01(8) or (9) above with respect to the Company) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(86.01 (5) or and (96) above occurs with respect to either the Company occurs Issuer or the Co-Issuer and is continuing, then all the Notes shall ipso facto become due unpaid principal and payable immediately in an amount equal to the principal amount of the Notespremium, together with and accrued and unpaid interest, if any, to on all of the date the outstanding Notes shall ipso facto become and be immediately due and payable, payable without any declaration or other act on the part of each Trustee or any Holder. If any other Event of Default shall occur and be continuing, the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal amount of and accrued and unpaid interest, if any, on such Notes to be due and payable by appropriate judicial proceedings. notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (b) After the “Acceleration Notice”), and the same shall become immediately due and payable. At any time after a declaration of acceleration, but before a judgment or decree for payment of acceleration with respect to the money due has been obtained by Notes as described in the Trusteetwo preceding paragraphs, the Holders holders of a majority in aggregate principal amount of the Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; anddecree; (32) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal ofprincipal, premium, if any, and interest on the Notes which have or interest, 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 and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) and (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 as provided in this Indenturewaived. No such rescission shall affect any subsequent default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If In the case of an Event of Default (other than as specified in Section 6.01(8) or clause (9) above with respect to the Companyor clause (10) shall occur of Section 6.01(a), all then outstanding Notes will become due and be continuing with respect to this Indenturepayable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all unpaid principal of, and accrued interest, if any, on all of the Notes to be due and payable immediately, immediately by a notice in writing to the Company (and and, in case of a notice by Holders, also to the Trustee if given by specifying the Holders) respective Event of Default and upon that it is a notice of acceleration. Upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 6.01(8) or (9) above with respect to the Company occurs and is continuing, then all the Notes shall ipso facto become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After At any time after such a declaration of acceleration, but acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the TrusteeTrustee as hereinafter in Article 6 provided, the Holders of a majority in aggregate principal amount of Notes the then outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay pay: (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, Notes; (CB) the principal of, of (and premium, if any, on on) any Notes then outstanding which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the or rates prescribed therefor in such Notes, and ; (DC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Notes;Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of DefaultDefault with respect to the Notes, other than the non-payment of the principal of, premium, if any, and interest on of the Notes which that have become due solely by such declaration of acceleration, have been cured or waived as provided in this IndentureSection 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) If Notwithstanding paragraphs (a) or (b), if an Event of Default specified in Section 6.01(5clause (6) above of paragraph (a) shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i1)(A) the Indebtedness that is the subject of such Event of Default shall have has been repaid or (iiB) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness shall have has been accelerated, then the Holders holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessIndebtedness and (2) any other existing Events of Default, except non-payment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. (a) If an Event of Default (other than as an Event of Default specified in Section 6.01(7) and 6.01(8) or (9) above hereof with respect to the CompanyParent) shall occur have occurred and be continuing with respect to this Indenturecontinuing, either the Trustee or the Holders of not less than at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid principal ofinterest to the date of acceleration. Upon the effectiveness of such a declaration, such principal, premium, accrued and unpaid interest, and accrued interest, if any, on all Notes to other monetary obligations shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section Sections 6.01(7) and 6.01(8) or (9) above hereof with respect to the Company occurs and is continuingParent shall occur, then such amounts with respect to all the Notes shall ipso facto become automatically due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration further action or other act on the part of the Trustee or notice. After any Holder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of such acceleration, but before a judgment or decree for payment of the money due has been based on acceleration is obtained by the Trusteeapplicable person, the registered Holders of a majority in aggregate principal amount of the outstanding Notes outstanding by written notice to the Company and the Trustee, may rescind and annul cancel such declaration and its consequences if: acceleration if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and and (3ii) if all existing Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, Default have been cured or waived as provided in this Indentureexcept nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereon. (c) thereto. If an Event of Default specified in occurs on or after April 15, 2020 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 Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 6.01(5) above 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall have occurred also become and be continuingimmediately due and payable, such to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default and occurs prior to April 15, 2020 by reason of any consequential acceleration shall be automatically rescinded if willful action (ior inaction) taken (or not taken) by or on behalf of the Indebtedness that is Company with the subject intention of such Event avoiding the prohibition on redemption of Default shall have been repaid or (ii) if the default relating Notes prior to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerateddate, then upon acceleration of the Notes, the Holders thereof have rescinded their declaration of acceleration in respect of such IndebtednessApplicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. (a) If an any Event of Default (other than as an Event of Default specified in Section 6.01(8clause (f) or (9g) above of Section 6.1 hereof with respect to the Company) shall occur and be continuing with respect to this Indenturecontinuing, the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders) may declare all unpaid the principal of, of and accrued interest, if any, and unpaid interest on all the Notes to be due and payable immediately, by which notice shall specify the respective Events of Default and that it is a notice in writing to the Company (and to the Trustee if given by the Holders) and upon "Notice of Acceleration". Upon any such declaration, such the entire principal amount of, and accrued interestand unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable immediately; provided that a notice of Default may not be given with respect to any action takenpayable. Notwithstanding the foregoing, and reported publicly or to Holders, more than two years prior to such notice of Default. If if an Event of Default specified in Section 6.01(8clause (f) or (9g) above of Section 6.1 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder of NotesHolder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the The Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Company and the TrusteeTrustee may, may on behalf of the Holders of all of the Notes, rescind and annul such declaration an acceleration and its consequences ifconsequences: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdiction; andprincipal or interest that has become due solely because of the acceleration; (3) all Events of Default, other than to the non-extent the payment of principal of, premiumsuch interest is lawful, if any, and interest on the Notes overdue installments of interest and overdue principal, which have has become due solely otherwise than by such declaration of acceleration, have has been cured or waived as provided in this Indenturepaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereonthereto. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.