Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or Section 6.1 (7) of Section 6.01 that occurs with respect to the Issuerand (8)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Parent Guarantor and the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding Securities by written notice to the Parent Guarantor and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth described in clause Section 6.1 (57) of Section 6.01 has occurred and (8) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes then outstanding shall automatically Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders Notwithstanding the foregoing, if an Event of at least a majority Default specified in principal amount Section 6.1 (6) shall have occurred and be continuing, such Event of the outstanding Notes, by written notice Default and any consequential acceleration (to the Issuer extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and to if such Indebtedness has been accelerated, then the Trustee, may waive all past defaults and rescind and annul a 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 its consequences if:(iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 7.01 that occurs with respect to the an Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers and Paying Agent (and to the Trustee and Paying Agent if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (56) of Section 6.01 7.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (56) of Section 6.01 7.01 shall be remedied or cured by the relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6) 8) or (79) of Section 6.01 7.01 occurs with respect to the an Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (67) or (7) 8) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (67) or (7) 8) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.01(g) or (76.01(h) of Section 6.01 that occurs with respect to the Issuer) occurs shall have occurred and is continuing under this Indenturebe continuing, the Trustee or the registered Holders of at least not less than 25% in aggregate principal amount of Notes then outstanding may, by notice to the Issuer and the Trustee, declare to be immediately due and payable the principal amount of all the Notes then outstanding, by written notice plus accrued but unpaid interest to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request date of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payableacceleration. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6Sections 6.01(g) or (76.01(h) of Section 6.01 occurs with respect to the IssuerIssuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes then outstanding shall automatically become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. The the Holders of at least the Notes. After any such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding NotesNotes may, by written notice to the Issuer Trustee and the Issuer, rescind and annul any declaration of acceleration (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, may waive all past defaults its agents and rescind and annul a declaration counsel incurred in connection with the rescinded Event of acceleration and its consequences if:Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (67) or (7) 8) of Section 6.01 5.1 that occurs with respect to the IssuerParent or the Issuers) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 5.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 5.1 shall be remedied or cured by the Issuer Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (67) or (7) 8) of Section 6.01 5.1 occurs with respect to the IssuerParent or the Issuers, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(5) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to any Issuer or the Holders of a series of Notes of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, of the applicable series under this Indenture by written notice to any Issuer and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes of such series because an Event of Default set forth described in clause (5Section 6.01(a)(4) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of such Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(4) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of such Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Amounts, if any, and accrued interest on the such Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders acceleration of at least a majority in principal amount of the outstanding such Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 that occurs with respect to the an Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (56) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (56) of Section 6.01 shall be remedied or cured by the Issuer Parent or the relevant Issuer or Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6) 8) or (79) of Section 6.01 occurs with respect to the Parent or an Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or Section 6.1 (7) of Section 6.01 that occurs with respect to the Issuerand (8)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding Securities by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth described in clause Section 6.1 (57) of Section 6.01 has occurred and (8) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes then outstanding shall automatically Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders Notwithstanding the foregoing, if an Event of at least a majority Default specified in principal amount Section 6.1 (6) shall have occurred and be continuing, such Event of the outstanding Notes, by written notice Default and any consequential acceleration (to the Issuer extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and to if such Indebtedness has been accelerated, then the Trustee, may waive all past defaults and rescind and annul a 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 its consequences if:(iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7Section 6.01(a)(11) of Section 6.01 that occurs with respect to the Issuer) hereof occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or Section 6.1 (7) of Section 6.01 that occurs with respect to the Issuerand (8)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premiumand accrued and unpaid interest, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth described in clause Section 6.1 (57) of Section 6.01 has occurred and (8) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premiumand accrued and unpaid interest, if any, and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders Notwithstanding the foregoing, if an Event of at least a majority Default specified in principal amount Section 6.1 (6) shall have occurred and be continuing, such Event of the outstanding Notes, by written notice Default and any consequential acceleration (to the Issuer extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and to if such Indebtedness has been accelerated, then the Trustee, may waive all past defaults and rescind and annul a 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 its consequences if:(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. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(8) or (79) of Section 6.01 above that occurs with respect to the IssuerCompany or any Significant Subsidiary) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallwill, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5Section 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5Section 6.01(5) of Section 6.01 shall be remedied or cured by the Issuer Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6Section 6.01(8) or (79) of Section 6.01 above occurs with respect to the IssuerCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(vii) or (7viii) of Section 6.01 that occurs with respect to the IssuerIssuers) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Issuers, may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth specified in clause Section 6.1(vii) or (5viii) of Section 6.01 has occurred with respect to the Issuers occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of at least a majority in aggregate principal amount at maturity of the outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration and the Trustee has been paid all amounts then due to it pursuant to Section 7.7. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 5.01(7) or (7) of Section 6.01 that occurs 8) with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, Securities by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, of and accrued interest on all the Notes Securities and all other amounts due hereunder or thereunder to be immediately due and payable. Upon a declaration ; PROVIDED that upon the occurrence of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth described in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (67) or (7) 8) of Section 6.01 occurs with respect to the Issuer5.01, the principal of, premium, if any, of and accrued interest on all of the Notes then outstanding Securities shall automatically become due and payable, without presentment, demand or other requirements of any kind, all of which are hereby expressly waived by the Issuer. Upon such a declaration, such principal, interest and all other amounts due under the Securities in this Indenture shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. The Holders of at least a majority in principal amount of the outstanding Notes, Securities by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (i) the rescission would not conflict with any judgment or decree, (ii) no amounts have been paid to the Holders as principal, interest, or premium, if any, on the Securities as a result of such acceleration, (iii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration and (iv) all costs and expenses incurred by the Trustee prior to such waiver have been reimbursed to the Trustee.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default pursuant to Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to either Issuer and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Amounts, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the IssuerCompany specified in Section 6.01(7)) occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Securities, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request Trustee, may declare all unpaid principal of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding to be immediately due and payablepayable (the "Default Amount"). Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest amount shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the IssuerCompany specified in Section 6.01(7) occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding Default Amount shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. The Holders of at least a majority in aggregate principal amount of the outstanding NotesSecurities then outstanding, by written notice to the Issuer Trustee and the Company, may rescind an acceleration with respect to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration Securities and its consequences if:if (i) all existing Defaults and Events of Default, other than the non-payment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(5) or (76.1(6) occurs and is continuing, the Trustee by notice to the Company, or the Holders of Section 6.01 that occurs a majority in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare to be due and payable immediately the principal amount of the Securities plus accrued interest to the date of acceleration. Upon any such declaration, such amount shall be due and payable immediately, and upon payment of such amount all of the Company's obligations with respect to the IssuerSecurities, other than obligations under Section 7.7, shall terminate. If an Event of Default specified in Section 6.1(5) occurs and is continuing under this Indentureor 6.1(6) occurs, the Trustee or the Holders of at least 25% in aggregate all unpaid principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically become and be immediately due and payable without any declaration or other the act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Securities by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (x) all existing Events of Default, other than the non-payment of the principal of the Securities, which have become due solely by such declaration of acceleration, have been cured or waived, (y) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, and (z) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. The Trustee may rely upon such notice of rescission without any independent investigation as to the satisfaction of conditions (x), (y) and (z).

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(5) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to either Issuer and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(4) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(4) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Amounts, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(7) or (7Section 6.01(8) of Section 6.01 above that occurs with respect to Parent, the IssuerCompany or any Significant Subsidiary) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of the Holders of at least 2525.0% in aggregate principal amount of the Notes then outstanding shallwill, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5Section 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5Section 6.01(5) of Section 6.01 shall be remedied or cured by the Issuer Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6Section 6.01(7) or (7Section 6.01(8) of Section 6.01 above occurs with respect to Parent, the IssuerCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. (a) If an Event of Default specified in Section 6.01(6) or Section 6.01(7) with respect to the Issuer occurs, all outstanding Notes shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(6) or (7Section 6.01(7) of Section 6.01 that occurs with respect to the Issuer) occurs shall have occurred and is be continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least twenty-five percent (25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% %) in aggregate principal amount of the Notes then outstanding shallby written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued interest on all amounts owing under the Notes to be immediately due and payable, which notice shall specify each applicable Event of Default and that it is a “notice of acceleration” (an “Acceleration Notice”). Upon proper delivery of an Acceleration Notice, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable (a) if there is any Designated Senior Debt outstanding at such time, with respect to any acceleration arising out of any Event of Default other than a payment default under Section 6.01(1) or Section 6.01(2), upon the earlier of (x) the date which is five (5) Business Days after receipt by the Representatives of such Acceleration Notice or (y) the date of acceleration of any Designated Senior Debt and (b) if otherwise, immediately, but, in any case, only if one or more of the Events of Default specified in such Acceleration Notice are then continuing; provided, however, that after such declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of but before a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied judgment or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerdecree based on acceleration, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the then outstanding NotesNotes may, by written notice to on behalf of all of the Issuer and to the TrusteeHolders, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences ifconsequences:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(8) or (79) of Section 6.01 above that occurs with respect to Holdings, the IssuerCompany or any Significant Subsidiary) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of the Holders of at least 2525.0% in aggregate principal amount of the Notes then outstanding shallwill, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5Section 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5Section 6.01(5) of Section 6.01 shall be remedied or 111 cured by the Issuer Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6Section 6.01(8) or (79) of Section 6.01 above occurs with respect to Holdings, the IssuerCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 that occurs with respect to the an Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (56) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (56) of Section 6.01 shall be remedied or cured by the relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6) 8) or (79) of Section 6.01 occurs with respect to the an Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (6Sections 6.01(9) or (76.01(10) of Section 6.01 that occurs hereof, with respect to the Issuer) , any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, and accrued interest the Notes shall be immediately become due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.01(5) hereof, such the declaration of acceleration of the Notes shall be automatically annulled, waived and rescinded and annulled if the event holders of any Indebtedness described in Section 6.01(5) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration, the default triggering that is the basis for such acceleration shall have been cured or the Indebtedness or guarantee that is the basis for such Event of Default pursuant to clause has been discharged, and if (5a) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders annulment of the relevant Indebtedness within 60 days after acceleration of the declaration Notes would not conflict with any judgment or decree of acceleration with respect thereto. If an Event a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice have been cured or waived, and all amounts owing to the Issuer Trustee and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:Collateral Trustee have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (69) or (710) of Section 6.01 that occurs with respect to the Issuer8.1) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Issuer (Company and the Trustee, declare all unpaid principal to the Trustee date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such notice is given by the Holders), maydeclaration, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, same shall become and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (69) or (710) of Section 6.01 occurs with respect to 8.1 occurs, all unpaid principal of the Issuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes, by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration an acceleration of acceleration Securities and its consequences if:if (a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to the Issuers or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Interest, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Interest, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Interest, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the IssuerCompany specified in Section 6.01 clause (7) above) occurs and is continuing under this Indenturecontinuing, the Trustee Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Notes, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, of and accrued interest on the all Notes then outstanding to be immediately due and payablepayable (the "Default Amount"). Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest amount shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default to the Company specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerabove occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding Default Amount shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount at maturity of the outstanding NotesNotes then outstanding, by written notice to the Issuer Trustee and the Company, may rescind an acceleration with respect to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration Notes and its consequences if:if (i) all existing Defaults and Events of Default, other than the non-payment of the principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (67) or (7) 8) of Section 6.01 that occurs with respect to the IssuerParent or the Issuers) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (67) or (7) 8) of Section 6.01 occurs with respect to the IssuerParent or the Issuers, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Notes by written notice to the Issuer Issuers and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuer) hereof occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6) above) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause Section 6.1(7) and (6) or (7) of Section 6.01 that occurs with respect to the Issuer8)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company and the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding Securities by written notice to the Company and the Co-Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth described in clause Section 6.1(7) and (5) of Section 6.01 has occurred 8) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, on all the Notes then outstanding shall automatically Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders Notwithstanding the foregoing, if an Event of at least a majority Default specified in principal amount Section 6.1(6) shall have occurred and be continuing, such Event of the outstanding Notes, by written notice Default and any consequential acceleration (to the Issuer extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and to if such Indebtedness has been accelerated, then the Trustee, may waive all past defaults and rescind and annul a 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 its consequences if:(iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (6x) or (7xi) of Section 6.01 that occurs 6.01, with respect to the Parent or the Issuer) , all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration payable immediately and may instruct the Security Agent to enforce any Collateral pursuant to the terms of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablethe Intercreditor Agreement. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5v) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5v) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness that gave rise to such Event of Default, or such Indebtedness shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (6b) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer9.1) occurs and is continuing under this Indenturecontinuing, the Trustee Purchasers’ Agent may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount a Majority-in-Interest of the Notes then outstanding shallmay, by notice to the Company, declare all unpaid principal to the principal of, premium, if any, and accrued interest date of acceleration on the Notes then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer9.1 occurs, the all unpaid principal of, premium, if any, and accrued interest on of the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Purchasers’ Agent or any Holder. The Holders of at least a majority in principal amount Majority-in-Interest of the Notes then outstanding Notes, by written notice to the Issuer and to the Trustee, Company may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (a) all existing Events of Default, other than the nonpayment of the principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Notes) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to the Issuers or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Amounts, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause clauses (5) and (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.1) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (54) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (54) of Section 6.01 6.1 shall be remedied or cured by the Issuer Company, QS Wholesale or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect theretothereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event or of Default specified described in clause clauses (5) and (6) or (7) of Section 6.01 6.1 occurs with respect to the Issuerand is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:Holders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (67) or (7) 8) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (67) or (7) 8) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or 127 any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuer) hereof occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (69) or (710) of Section 6.01 that occurs hereof, with respect to the Issuer) Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and or the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallmay, declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately, except that no such declaration may be made in respect of a Payment Default after such Payment Default is cured or waived. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, and accrued interest the Notes shall be immediately become due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 has occurred and is continuinghereof, such the declaration of the acceleration of the Notes shall be automatically rescinded and annulled if the event Holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5) of Section 6.01 shall be remedied or cured by hereof have rescinded the Issuer or the relevant Significant Subsidiary or waived by the holders declaration of the relevant acceleration in respect of such Indebtedness within 60 days after of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause decree of a court of competent jurisdiction and (6b) all existing Events of Default, except nonpayment of principal or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(7) or (7) of Section 6.01 that occurs 8) with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Issuer, may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal of, premium, if any, Accreted Value of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, Accreted Value and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth specified in clause Section 6.1(7) or (5) of Section 6.01 has occurred 8) with respect to the Issuer occurs and is continuing, such declaration the Accreted Value of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on all the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of at least a majority in aggregate principal amount at maturity of the outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration and the Trustee has been paid all amounts due to it pursuant to Section 7.7. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of may declare all the Notes then to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default as described in clause (viii) or (ix) of Section 6.01 hereof, all outstanding shallNotes will become due and payable without further action or notice. Upon such acceleration, declare the all principal of, premiumof and accrued interest and Liquidated Damages, if any, and accrued interest on the Notes to shall be immediately due and payablepayable immediately. Upon Holders of Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a declaration Default or Event of acceleration, such Default relating to the payment of principal of, premium, or interest) if any, and accrued interest shall be immediately due and payableit determines that withholding notice is in their interest. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5v) of Section 6.01 has occurred and is continuinghereof, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5v) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause decree of a court of competent jurisdiction and (6b) all existing Events of Default, except nonpayment of principal or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (65) or (76) of Section 6.01 that occurs with respect to the Issuerhereof) occurs and is continuing under this Indenturecontinuing, the Trustee may, by Notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders), mayTrustee, and the Trustee at shall, upon the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallsuch Holders, declare the principal ofunpaid principal, premium, if any, and accrued interest on and Liquidated Damages, if any, with respect to, the Notes to be immediately due and payablepayable immediately. Upon a declaration If any Event or Default under clause (5) or (6) of accelerationSection 6.01 hereof occurs, such principal ofall unpaid principal, premium, if any, and accrued interest shall be immediately due on and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premiumLiquidated Damages, if any, and accrued interest on with respect to the Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes, by written notice to the Issuer Trustee and to the Trustee, Company may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:(except an acceleration due to a default in payment of principal of, premium, if any, and accrued interest on and Liquidated Damages, if any, with respect to, the Notes) if all existing Events of Default have been cured or waived except non-payment of principal of, premium, if any, and accrued interest on and Liquidated Damages, if any, that has become due solely because of the acceleration.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(g) or (7) of and Section 6.01 that occurs with respect to the Issuer6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Issuer Issuers (and to the Trustee if such notice is given by the Holders). Upon such a declaration, maysuch principal, and premium (including Applicable Premium, if such premium would have been payable if the Trustee at the request Issuers had issued a notice of the Holders of at least 25% in aggregate principal amount redemption of the Notes then outstanding shall, declare on the principal of, premium, if any, date of such declaration) and accrued and unpaid interest on the Notes to will be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(f) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(f) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived. ​ ​

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (6g) or and (7h) of Section 6.01 that occurs with respect to the Issuerhereof) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerdeclaration, the principal of, premium, if any, and accrued interest on on, and Liquidated Damages, if any, with respect to, the Notes then outstanding shall automatically be due and payable immediately. If an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the then outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. In the case of any Event of Default pursuant to the provisions of Section 6.01 occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 7 of the Initial Notes -44- 167 (Section 6 in the case of the New Notes), an equivalent premium shall, upon demand of the Holders of at least 25% in principal amount of the then outstanding Notes delivered to the Company and the Trustee, also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes contained to the contrary notwithstanding.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the IssuerCompany specified in clauses (i) and (j) of Section 6.01) occurs and is continuing under this Indenturecontinuing, then and in every such case (i) the Trustee Trustee, by written notice to the Company, or (ii) the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Debentures, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the unpaid principal of, premiumand accrued and unpaid interest, if any, and accrued interest on all the Notes Debentures to be immediately due and payable. Upon a such declaration of acceleration, such principal ofamount, premiumand accrued and unpaid interest, including Additional Interest, if any, and accrued interest shall be become immediately due and payable, notwithstanding anything contained in this Indenture or the Debentures to the contrary, but subject to the provisions of Article XI hereof. In the event of a declaration of acceleration because an If any Event of Default set forth with respect to the Company specified in clause clauses (5i) or (j) of Section 6.01 has occurred occurs, all unpaid principal of and is continuingaccrued and unpaid interest, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premiumincluding Additional Interest, if any, and accrued interest on the Notes Debentures then outstanding shall become automatically become and be immediately due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the then outstanding NotesDebentures, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration an acceleration of acceleration the Debentures initiated by (i) the Trustee or (ii) the Holders of at least 25% in aggregate principal amount of the then outstanding Debentures and its consequences if:if the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default occurs under clauses (f) or (g) of Section 10.1, then the Accreted Value of, premium, if any, on and all accrued interest on the Notes and all other amounts owing under this Agreement and the Notes shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived. If any other Event of Default (other than an Event of Default specified in clause under clauses (6f) or (7g) of Section 6.01 that occurs with respect to the Issuer10.1) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in of the aggregate principal amount Accreted Value of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Company, may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal Accreted Value of, premium, if any, on and accrued interest on the Notes and all other amounts owing under this Agreement to be due and payable immediately. Upon such declaration, such Accreted Value, premium and interest and other amounts shall become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the aggregate Accreted Value of the Notes outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if all existing Events of Default have been cured or waived, except nonpayment of Accreted Value, premium or interest or other amounts that have become due solely because of the acceleration, and if the rescission would not conflict with any judgment or decree. Any notice or rescission shall be given in the manner specified in Section 15.2 hereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(6) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture by written notice to either Issuer and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, thereto and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (65) or (76) of Section 6.01 that occurs with respect to the Issuer8.1) occurs and is continuing under this Indenturecontinuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders), mayTrustee, and the Trustee at shall, upon the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallsuch Holders, declare the all unpaid principal of, premium, if any, of and accrued interest to the date of acceleration on the Notes Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth specified in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause or (56) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders 8.1 occurs, all unpaid principal of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. The Holders of at least a majority in principal amount of the Securities then outstanding Notes, by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. Anything herein contained to the contrary notwithstanding, in

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes then outstandingmay declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, by written notice to in the Issuer case of an Event of Default specified in clause (g) or clause (h) of Section 6.01 hereof, all outstanding Notes will become due and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request payable without further action or notice. Upon any acceleration of maturity of the Notes, all principal of and accrued interest on (if on or after _______, 2002) or Accreted Value of (if prior to ___, 2002) the Notes shall be due and payable immediately. Holders of at least 25% the Notes may not enforce this Indenture or the Notes except as provided in aggregate this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding shall, declare Notes may direct the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration Trustee in its exercise of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payableany trust or power. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5e) of Section 6.01 has occurred and is continuinghereof, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5e) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (y) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause decree of a court of competent jurisdiction and (6z) all existing Events of Default, except nonpayment of principal or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. (a) If an Event of Default (other than an Event in respect of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this IndentureSections 11.(g) or (h), then the Trustee or outstanding principal of and interest on the Holders of at least 25% in aggregate Notes, plus all accrued but unpaid interest on the principal amount of the Notes then outstandingNotes, plus the Prepayment Premium (if any),) and any other unpaid fees, shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived. If any other Event of Default occurs and is continuing, the Majority Holders, by written notice to the Issuer (Issuer, may declare the principal of and to interest on the Trustee if such notice is given by Notes, plus all accrued but unpaid interest on the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallNotes, declare plus the principal of, premium, Prepayment Premium (if any), and accrued interest on the Notes any other unpaid fees, to all be due and immediately payable. Upon any such declaration of acceleration, all such principal, interest, premiums and fees, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived, and the Holders and the Collateral Agent shall be entitled to exercise all of their rights and remedies hereunder and under such Note or any other Note Document whether at law or in equity. Upon a declaration of acceleration, such principal of, premiumNotwithstanding anything herein to the contrary, if anythe Notes are accelerated pursuant to this Section 11.2(a) as a result of the failure by the Issuer to comply with any Financial Covenant set forth in Section 8.14(a) or Section 8.14(b) and such failure was by less than 0.10x of the Consolidated Total Net Leverage Ratio or the Interest Coverage Ratio, and accrued interest as applicable, then the Prepayment Premium, shall be become immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth , in clause (5) of Section 6.01 has occurred addition to all other principal, interest, premiums, fees and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:Obligations.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) 8) of Section 6.01 that occurs with respect to the Issuer6.1) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding Securities by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default set forth described in clause (56) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Securities shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (56) of Section 6.01 6.1 shall be remedied or cured by the Issuer Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect theretothereto 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 or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event or of Default specified described in clause (6) or (7) 8) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:Section

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, 123 within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of may declare all the Notes then to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default as described in clause (vii) or (viii) of Section 6.01 hereof, all outstanding shallNotes will become due and payable without further action or notice. Upon such declaration, declare the all principal of, premiumof and accrued interest and Liquidated Damages, if any, on (if on or after October 15, 2002) or Accreted Value of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, and accrued interest on (if prior to October 15, 2002) the Notes shall be immediately due and payablepayable immediately. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5v) of Section 6.01 has occurred and is continuinghereof, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5v) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (y) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause decree of a court of competent jurisdiction and (6z) all existing Events of Default, except nonpayment of principal or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6vii) or clause (7viii) of Section 6.01 that occurs with respect to the Issuer7.01) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallNotes, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payablepayable (collectively, the "DEFAULT AMOUNT) by notice in writing to the Company, the administrative agent under the Credit Agreement (if any Debt is then outstanding under the Credit Facility) and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration"; PROVIDED, HOWEVER, that the failure to so notify the administrative agent under the Credit Facility shall not affect the validity of such acceleration. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest the Default Amount shall be immediately due and payablepayable immediately, subject to Article IX and XI of this Indenture. In Notwithstanding the event foregoing, in case of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6vii) or clause (7viii) of Section 6.01 occurs with respect to the Issuer7.01, the principal of, premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least the Notes. Under certain circumstances, the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes by written notice to the Issuer and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if:(i) if the rescission would not conflict with any judgment or decree (ii) all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived and (iii) the Company has paid the Trustee all amounts due pursuant to Section 8.07.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (6g) or (7h) of Section 6.01 that occurs with respect to the Issuer8.01 hereof) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerdeclaration, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically be due and payable immediately. If an Event of Default specified in clause (g) or (h) of Section 8.01 hereof occurs, such an amount shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The If the Notes have been declared due and payable as a result of the acceleration of Indebtedness prior to its express maturity pursuant to Section 8.01(e)(ii), such declaration shall be automatically rescinded if the acceleration of such indebtedness has been rescinded or annulled within 30 days after such acceleration in accordance with the mortgage, indenture or instrument under which it was issued and the conditions set forth in clauses (i) and (ii) in the next paragraph are satisfied. Except as otherwise provided in the immediately preceding paragraph, the Holders of at least a majority in principal amount of the then outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:(i) if the recission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Notes that has become due solely because of the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default with respect to the company specified in clause clauses (6vii) or and (7viii) of Section 6.01 that occurs with respect to the Issuerhereof) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, Notes may declare the unpaid principal of, premium, if any, accrued and accrued unpaid interest and Liquidated Damages, if any, on all the Notes to be due and payable by notice in writing to the Company (and the Trustee, if given by the Holders) specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable. Upon a declaration of accelerationpayable or (ii) if there are any amounts outstanding under the Credit Facility, such principal of, premium, if any, and accrued interest shall be become immediately due and payablepayable upon the first to occur of an acceleration under the Credit Facility or 5 Business Days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. In the event of a declaration of acceleration because If an Event of Default set forth with respect to the Company specified in clause clauses (5vii) or (viii) of Section 6.01 has occurred and is continuinghereof occurs, such declaration of acceleration all outstanding Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the then outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the 55 64 acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (711) of Section 6.01 that occurs with respect to the Issuer6.01(a) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (6Section 6.01(i) or (76.01(j) of Section 6.01 that occurs hereof, with respect to the Issuer) , the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, then the principal of and accrued and unpaid interest on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice may declare the principal of and accrued and unpaid interest on all the Notes to the Issuer (be due and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the payable immediately. The Holders of at least 25% a majority in aggregate principal amount of the Notes then outstanding shallNotes by written notice to the Trustee may, declare on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if, among other things, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, on, and accrued interest on on, the Notes to be immediately that has become due and payable. Upon a solely by such declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or have been cured by the Issuer or the relevant Significant Subsidiary or waived by and (3) the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect Trustee has been paid all amounts then owing to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:under Section 7.06 hereof.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (67) or (7) 8) of Section 6.01 that occurs 6.01(a) hereof, with respect to the Issuer) occurs and is continuing under this IndentureCompany or any of its Significant Subsidiaries, the Trustee or the Holders of at least 25% in aggregate principal amount of the all outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable immediately without any declaration further action or other act notice on the part of the Trustee or any Holder. The If any other Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all of the Notes to be due and payable immediately (and upon any such declaration, the Notes shall become due and payable immediately); provided that so long as any Designated Senior Indebtedness is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Designated Senior Indebtedness and (2) five Business Days after the holders of such Designated Senior Indebtedness or the Representative thereof receive notice from the Company of the acceleration with respect to the payment of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and to Trustee may, on behalf of all of the TrusteeHolders, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause clauses (69), (10), (11) or and (712) of Section 6.01 that occurs with respect to the Issuer) hereof, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in specified clause (5) of Section 6.01 hereof has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event Event of Default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.01 hereof shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness that gave rise to such Event of Default, or such Indebtedness shall have been discharged in full, within 60 20 days after the declaration Event of Default arose and if (i) the annulment of the acceleration with respect thereto. If an Event or Default specified in clause (6) or (7if applicable) of Section 6.01 occurs the Notes would not conflict with respect to the Issuerany judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, the principal ofexcept non-payment of principal, premiumpremium or interest, including Additional Amounts, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause subsection (6i) or (7j) of Section 6.01 that occurs 7.01 with respect to the IssuerParent or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under this Indentureand has not been waived by the Holders, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of accelerationany such declaration, such principal of, premiumthe Notes shall become due and payable immediately. Notwithstanding the foregoing, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth specified in clause subsection (5i) or (j) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 7.01 occurs with respect to the IssuerParent or any Significant Subsidiary or any group of Restricted Subsidiaries that, the principal oftaken as a whole, premiumwould constitute a Significant Subsidiary, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes, Notes by written notice to the Issuer Company and to the Trustee, Trustee may waive on behalf of all past defaults and of the Holders rescind and annul a declaration of an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, premium, if any, interest or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived and 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 have been paid or deposited with the Trustee.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(a)(vi) or (7vii) of Section 6.01 that occurs with respect to the IssuerCompany) occurs and is continuing under this Indenturecontinuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture as contemplated by Section 2.2, the Trustee by notice in writing specifying the Event of Default and that it is a “notice” to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, and accrued interest shall and unpaid interest, if any, shall, subject to Section 6.4, be immediately due and payable. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (5Section 6.1(a)(v) of Section 6.01 above has occurred and is continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture as contemplated by Section 2.2, such declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5Section 6.1(a)(v) of Section 6.01 shall be remedied or cured by the Issuer Company or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 30 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause thereto and if (61) or (7) the annulment of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on acceleration of the Notes then outstanding shall automatically become and be immediately due and payable without would not conflict with any declaration judgment or other act on the part decree of the Trustee or any Holder. The Holders a court of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:competent jurisdiction and

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(v) or (7) of Section 6.01 that occurs hereof with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Issuer or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee (subject to certain conditions) at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Interest, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(4) of Section 6.01 hereof has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(4) of Section 6.01 hereof shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding Additional Interest, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstandingmay declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, by written notice in the case of an Event of Default specified in clauses (7) and (8) of Section 6.01, with respect to the Issuer (and to the Trustee if such notice or any Restricted Subsidiary that is given by the Holders)a Significant Subsidiary, may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premiumand premium and Liquidated Damages, if any, and any accrued and unpaid interest on all outstanding Notes will become due and payable without further action or notice. Holders of the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablemay not enforce this Indenture or the Notes except as provided in this Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 has occurred and is continuinghereof, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause (6) or (7) decree of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if anya court of competent jurisdiction, and accrued (b) all existing Events of Default, except nonpayment of principal or interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default described in Section 6.01(a)(6) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due 108 and payable without any declaration or other act on the part of the Trustee or any Holders. If any other Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstandingmay and, if directed by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes, the Trustee shall, declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (5under Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (6ii) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or Section 6.1 (7) of Section 6.01 that occurs with respect to the Issuerand (8)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding Securities by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth described in clause Section 6.1 (57) of Section 6.01 has occurred and (8) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes then outstanding shall automatically Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders Notwithstanding the foregoing, if an Event of at least a majority Default specified in principal amount Section 6.1 (6) shall have occurred and be continuing, such Event of the outstanding Notes, by written notice Default and any consequential acceleration (to the Issuer extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and to if such Indebtedness has been accelerated, then the Trustee, may waive all past defaults and rescind and annul a 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 its consequences if:(iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, 119 premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6h) or (7i) of Section 6.01 that occurs with respect to the Issuer6.01) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding Securities, by written notice in writing to the Issuer Company (and to the Trustee if such notice is given 45 52 by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the unpaid principal of, of (and premium, if any, ) and accrued interest to the date of acceleration on the Notes all outstanding Securities to be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, will become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6h) or (7i) of Section 6.01 occurs with respect to the IssuerCompany occurs, the all unpaid principal of, premium, if any, of and accrued interest on the Notes then all outstanding Securities shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of at least not less than a majority in aggregate principal amount of the Securities then outstanding Notes, by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if all existing Events of Default (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 that occurs with respect to the Issuer6.01(a)) occurs and is continuing under this Indenture, the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes then outstanding, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, accrued and accrued unpaid interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately. Upon a declaration the effectiveness of accelerationsuch declaration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In Notwithstanding the event foregoing, in the case of a declaration of acceleration because an Event of Default set forth in arising under clause (58) or (9) of Section 6.01 has occurred and is continuing6.01(a), such declaration of acceleration all outstanding Notes shall be automatically rescinded due and annulled if the event payable immediately without further action or notice. The Holders of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders a majority in principal amount of the relevant Indebtedness within 60 days after the declaration of acceleration outstanding Notes may waive all past defaults (except with respect thereto. If an Event to nonpayment of principal, premium or Default specified in clause (6interest) or (7) of Section 6.01 occurs and rescind any such acceleration with respect to the IssuerNotes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(a)(8) or Section 6.01(a)(9) (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the amount that shall then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences ifshall be equal to:

Acceleration. If Subject to the provisions of Section 5.02, if an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding such holders shall, declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of acceleration, such all principal of, premium, if any, and accrued and unpaid interest shall (including any Additional Interest) on the Notes will be immediately due and payablepayable immediately. In the event of a declaration of acceleration because However, upon an Event of Default set forth in clause (5) arising out of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6Sections 5.01(i) or (7) of Section 6.01 occurs with respect to the Issuer5.01(j), the aggregate principal of, premium, if any, amount and accrued and unpaid interest on the Notes then outstanding shall automatically become and (including any Additional Interest) will be immediately due and payable immediately, without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the then outstanding NotesNotes affected by such Event of Default, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:(other than nonpayment of principal of or premium, if any, or interest on or any Additional Interest with respect to the Notes) if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived, except nonpayment of principal, premium, if any, interest or any Additional Interest that has become due solely because of the acceleration.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6d) or (7e) of Section 6.01 that occurs with respect to the Issuer) 7.01 hereof), occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Subordinated Notes then outstandingmay declare the principal, by written notice premium, if any, interest (including interest accrued or deferred) and any other monetary obligations on all of the Subordinated Notes to be due and payable immediately; provided, however, that no such declaration may be made unless and until all Obligations under the Issuer (and to the Trustee if such notice is given by the Holders), may, Senior Secured Notes and the Trustee at Senior Secured Note Indenture have been paid in full and the request same have been discharged. Notwithstanding the foregoing, if (i) an Event of Default specified in clause (d) or (e) of Section 7.01 hereof occurs and (ii) all obligations under the Senior Secured Notes and the Senior Secured Note Indenture have been paid in full, then the principal, premium, if any, interest (including all interest accrued or deferred) and any other monetary obligations on all of the outstanding Subordinated Notes shall be due and payable immediately without further action or notice. The Holders of at least 25% a majority in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest Subordinated Notes may on the Notes to be immediately due and payable. Upon a declaration behalf of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders all of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If Holders rescind an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified referred to in clause (6Section 6.01(g) or (7) of Section 6.01 that occurs h), in each case, with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee by written notice to the Issuer or the Holders of at least 2530.0% in aggregate 70| principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal of, premiumof and accrued and unpaid interest, if any, and accrued interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premiumand accrued and unpaid interest, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6Section 6.01(g) or (7) of Section 6.01 occurs h), in each case, with respect to the Issuer, occurs and is continuing, the principal of, premiumof and accrued and unpaid interest, if any, and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The At any time after the principal amount of all outstanding Notes shall have been so declared or otherwise become due and payable, and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as provided in this Article 6, the Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a that declaration of or acceleration and its consequences if:if all Events of Default with respect to the Notes (other than the non-payment of the principal of and interest, if any, on the Notes that have become due solely by such acceleration, which may only be rescinded or annulled with the consent of each affected Holder) have been cured or have been waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in clause (6Section 6.01(g) or (7Section 6.01(h) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this IndentureCompany), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice in writing to the Issuer (Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) with respect to the Trustee if such notice Company occurs and is given by continuing, 100% of the Holders), mayprincipal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the Trustee conditions that if, at any time after the request principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of at least 25% a majority in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notesoutstanding, by written notice to the Issuer Company and to the Trustee, may waive all past defaults Defaults or Events of Default with respect to the Notes and rescind and annul a such declaration of acceleration and its consequences if:and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(a)(viii) or (7ix) of Section 6.01 that occurs with respect to the IssuerIssuers or any Subsidiary thereof) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstandingmay, by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders), mayTrustee, and the Trustee at upon the written request of the Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes, shall declare the principal of and accrued interest on all the Notes to be due and payable immediately. Upon any such declaration such principal, premium, if any, and accrued interest shall become due and payable immediately. If an Event of Default specified in Section 6.1(a)(viii) or (ix) with respect to the Issuers or any Subsidiary occurs and is continuing, then outstanding shall, declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the outstanding NotesNotes may, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a such declaration or event of acceleration if all existing Events of Default have been cured or waived, other than the non-payment of principal of, premium, if any, and its consequences if:accrued interest on the Notes that have become due solely as a result of such acceleration and if the rescission of acceleration would not conflict with any judgment or decree. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(g) or (7) of and Section 6.01 that occurs with respect to the Issuer6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Issuer (and to the Trustee if such notice is given by the Holders). Upon such a declaration, maysuch principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Trustee at the request Issuer had issued a notice of the Holders of at least 25% in aggregate principal amount redemption of the Notes then outstanding shall, declare on the principal of, premium, if any, date of such declaration) and accrued and unpaid interest on the Notes to will be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(f) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(f) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(5) or (76.1(6)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of Section 6.01 that occurs a majority in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare to be due and payable immediately the principal amount of the Securities plus accrued interest to the date of acceleration. Upon any such declaration, such amount shall be due and payable immediately, and upon payment of such amount all of the Company's obligations with respect to the IssuerSecurities, other than obligations under Section 7.7, shall terminate. If an Event of Default specified in Section 6.1(5) occurs and is continuing under this Indentureor 6.1(6) occurs, the Trustee or the Holders of at least 25% in aggregate all unpaid principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically become and be immediately due and payable without any declaration or other the act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Securities by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (x) all existing Events of Default, other than the non-payment of the principal of the Securities, which have become due solely by such declaration of acceleration, have been cured or waived, (y) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, and (z) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. The Trustee may rely upon such notice of rescission without any independent investigation as to the satisfaction of conditions (x), (y) and (z).

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 that occurs with respect to the Issuer) occurs shall have occurred and is be continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive declare all past defaults amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul a declaration such acceleration if all Events of acceleration Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture; provided the Trustee has been paid its consequences if:reasonable compensation due under this Indenture and reimbursed for its reasonable expenses and disbursements in accordance with this Indenture. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(a)(5) or (7) of Section 6.01 that occurs with respect to the Issuerabove) occurs and is continuing under this Indenture, the Trustee by notice to either Issuer or the Holders of a series of Notes of at least 2530% in aggregate principal amount of the outstanding Notes then outstanding, of the applicable series under this Indenture by written notice to either Issuer and the Issuer (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under this Indenture to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest, including Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes of such series because an Event of Default set forth described in clause (5Section 6.01(a)(4) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of such Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(a)(4) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of such Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuerinterest, the principal of, premiumincluding 39 Additional Amounts, if any, and accrued interest on the such Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders acceleration of at least a majority in principal amount of the outstanding such Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 128

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (6e) or and (7f) of Section 6.01 that occurs with respect to the Issuer6.1) occurs and is continuing under this Indenturecontinuing, the Trustee (by notice to the Company), or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding (by written notice to the Issuer (Company and to the Trustee if such notice is given by the HoldersTrustee), may, may declare the unpaid Principal of and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of accrued interest on all the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, Principal and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event or of Default specified in clause (6e) or (7f) of Section 6.01 occurs with respect to the Issuer6.1 occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding such an amount shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The After such acceleration, but before a judgment or decree based on acceleration, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes, by written notice to the Issuer Trustee may rescind an acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Notes then outstanding and (ii) the TrusteePrincipal or repurchase price, may waive all past defaults and rescind and annul a if any, of the Notes then outstanding which have become due otherwise than by such declaration of acceleration and its consequences if:accrued interest thereon at a rate borne by the Notes and (b) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. No such decision shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.1(5) or (76.1(6) occurs and is continuing, the Trustee by notice to the Company, or the Holders of Section 6.01 that occurs a majority in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare to be due and payable immediately the principal amount of the Securities plus accrued interest to the date of acceleration. Upon any such declaration, such amount shall be due and payable immediately, and upon payment of such amount all of the Company's obligations with respect to the IssuerSecurities, other than obligations under Section 7.7, shall terminate. If an Event of Default specified in Section 6.1(5) occurs and is continuing under this Indentureor 6.1(6) occurs, the Trustee or the Holders of at least 25% in aggregate all unpaid principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically become and be immediately due and payable without any declaration or other the act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, Securities by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (x) all existing Events of Default, other than the non-payment of the principal of the Securities, which have become due solely by such declaration of acceleration, have been cured or waived, (y) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, and (z) the rescission would not conflict with any judgment or decree of a court of competent

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in clause (6g) or (7h) of Section 6.01 that occurs with respect to an Obligor or the IssuerCompany) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer Obligors (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal Accreted Value of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofAccreted Value, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5e) of Section 6.01 shall be remedied or cured by the Issuer Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or of Default specified in clause (6g) or (7h) of Section 6.01 occurs with respect to an Obligor or the IssuerCompany, the principal Accreted Value of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs 6.1 with respect to the IssuerXxxxxx Publishing) occurs shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal of, premium, if any, of and accrued interest on all the Notes to be due and payable by notice in writing to Xxxxxx Publishing and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon a declaration of acceleration; provided, such principal ofhowever, premiumthat if there are any amounts outstanding under the Refinanced Debt, if anyapplicable, and accrued interest the Notes shall be immediately not become due and payable. In payable until the event first to occur of a declaration (i) an acceleration under the Refinanced Debt, if applicable and (ii) five Business Days after receipt by Xxxxxx Publishing and the Representative under the Refinanced Debt, if applicable, of such acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled notice but only if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretois then continuing. If an Event or of Default specified in clause (6) or (7) of Section 6.01 occurs 6.1 with respect to the IssuerXxxxxx Publishing occurs and is continuing, the then all unpaid principal of, and premium, if any, and Table of Contents Exhibit T3C accrued and unpaid interest on all of the outstanding Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after a declaration of acceleration with respect to the Notes as described in the first paragraph of this Section 6.2, the Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, Notes may waive all past defaults and rescind and annul a cancel such declaration of acceleration and its consequences ifconsequences:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 5.01(c) or (7) of Section 6.01 that occurs with respect to the Issuer5.01(d) occurs and is continuing under this Indenturecontinuing, the Trustee Principal (or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5portion thereof) of Section 6.01 has occurred and is continuing, such declaration of acceleration all the Securities shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders, notwithstanding, for purposes of the effectiveness of such acceleration, the second sentence of Section 3.01 and without respect to whether there are or will be Borrower Loan Net Payments in respect of the Corresponding Borrower Loans. The Holders of at least a majority in principal amount aggregate Principal Amount of the outstanding Notesall Outstanding Securities, by written notice to the Issuer Trustee (and without notice to the Trusteeany other Securityholder), may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (a) the rescission would not conflict with any judgment or decree, and (b) all Events of Default specified in Section 5.01(c) or Section 5.01(d) have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. For the avoidance of doubt, (i) there shall be no acceleration of the Principal (or portion thereof) of any Securities upon the occurrence of an Event of Default other than an Event of Default specified in Section 5.01(c) or Section 5.01(d), and (ii) the acceleration of any Securities shall not limit the application of the second sentence of Section 3.01 to the calculation of the amounts actually payable on any Securities or limit or affect the conditions to the right of any Holder to receive such amounts in respect of such Holder’s Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (6) or g), (7h), and (i) of Section 6.01 that occurs with respect to the Issuer8.01 hereof) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerdeclaration, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically be due and payable immediately. If an Event of Default specified in clause (g), (h) or (i) of Section 8.01 hereof occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The If the Notes have been declared due and payable as a result of the acceleration of Indebtedness prior to its express maturity pursuant to Section 8.01(e)(ii), such declaration shall be automatically rescinded if the acceleration of such Indebtedness has been rescinded or annulled within 30 days after such acceleration in accordance with the mortgage, indenture or instrument under which it was issued and the conditions set forth in clauses (i) and (ii) in the next paragraph are satisfied. Except as otherwise provided in the immediately preceding paragraph, the Holders of at least a majority in principal amount of the then outstanding Notes, Notes by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:(i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Notes that has become due solely because of the acceleration of the Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(a)(7) or (7) of Section 6.01 that occurs with respect to the Company or the Corporate Issuer) occurs ), shall have occurred and is be continuing under this Indenture, the Trustee Trustee, by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the written request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on all amounts owing under the Notes to be immediately due and payablepayable immediately. Upon a such declaration of acceleration, such the aggregate principal of, premium, if any, of and accrued and unpaid interest on the outstanding Notes shall be immediately become due and payable. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(a)(5) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5Section 6.01(a)(5) of Section 6.01 shall be remedied or cured by the Issuer Company or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) or (7) all existing Events of Section 6.01 occurs with respect to the IssuerDefault, the principal ofexcept nonpayment of principal, premium, if any, and accrued or interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default of the type specified in clause (6vi) or (7vii) of Section 6.01 that occurs with respect to the Issuer6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes then outstanding, by written notice to the Issuer (and with a copy to the Trustee if Trustee, in either case specifying in such notice the respective Event of Default and that such notice is given by a “notice of acceleration” may declare the Holders)principal, maypremium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately in cash. Upon the effectiveness of such declaration, such principal of and premium, if any, on, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) hereof, all outstanding Notes (including the principal, premium, if any, interest and any other monetary obligations on all then outstanding Notes) will become due and payable immediately in cash without further action or notice. The Trustee at shall have no obligation to accelerate the request of the Notes. The Holders of at least 25% a majority in aggregate principal amount of the Notes then outstanding shall, declare Notes by notice to the principal ofTrustee may on behalf of all the Holders rescind any acceleration with respect to the Notes and its consequences under this Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction) if all existing Events of Default (except nonpayment of interest on, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived principal of any Note held by the holders a non-consenting Holder that has become due solely because of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event acceleration) have been cured or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:waived.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (6Section 6.1(x) or (7) of Section 6.01 that occurs with respect to the IssuerCompany (but including an Event of Default specified in Section 6.1(ix)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the Notes Securities then outstanding, outstanding by written notice to the Issuer (Company and the Trustee, may declare the Securities to be immediately due and payable in full. The notice must specify the Trustee if such Default, demand that it be remedied and state that the notice is given by the Holders), may, and the Trustee at the request a “Notice of Default”. If the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the Notes then outstanding shallSecurities request in writing the Trustee to give such notice on their behalf, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payableTrustee shall do so. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuerdeclaration, the principal of, premium, if any, and any accrued and unpaid interest on on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.1(x) occurs, the Notes then outstanding principal of, and accrued and unpaid interest on, all the Securities shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes, by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and or annul a declaration of an acceleration and its consequences if:if (A) the rescission would not conflict with any order or decree, (B) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived and (C) all amounts due to the Trustee under Section 7.7 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(4) or (7) of Section 6.01 that occurs with respect to the Issuer5)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding, outstanding by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, Company and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallTrustee, may declare the principal of, premium, if any, amount including any accrued and accrued unpaid interest on the Notes to be immediately Securities due and payablepayable upon the earlier to occur of (x) the fifth (5th) day after notice thereof has been give to holders of Designated Senior Indebtedness and (y) the date on which all of the Designated Senior Indebtedness has been accelerated. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth in under clause Section 6.01(4) or (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issueroccurs, the principal of, premium, if any, and accrued interest on amount of all the Notes then outstanding shall Securities will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company shall promptly notify holders of Designated Senior Indebtedness if payment of the Securities is accelerated because of an Event of Default. After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of at least not less than a majority in aggregate principal amount of the Securities then outstanding Notes, by written notice to the Issuer and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (i) all existing Events of Default (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived, (ii) the rescission would not conflict with any judgment or decree and (iii) the Company shall have paid all amounts due pursuant to Section 7.07.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6Section 6.01(g) or (7) of and Section 6.01 that occurs with respect to the Issuer6.01(h)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, under this Indenture may declare all the Notes under this Indenture to be due and payable by written notice to the Issuer (and to the Trustee if such notice is given by the Holders). Upon such a declaration, maysuch principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Trustee at the request Issuer had issued a notice of the Holders of at least 25% in aggregate principal amount redemption of the Notes then outstanding shall, declare on the principal of, premium, if any, date of such declaration) and accrued and unpaid interest on the Notes to will be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5Section 6.01(f) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5Section 6.01(f) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) all existing Events of Default, except nonpayment of principal, premium or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived. ​

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes then outstandingmay declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, by written notice in the case of an Event of Default as described in clause (vii) or (viii) of Section 6.01 hereof with respect to the Issuer (Company, all outstanding Notes will become due and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request payable without further action or notice. Upon any acceleration of maturity of the Holders Notes, all principal of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premiumand accrued interest and Liquidated Damages, if any, and accrued interest on the Notes to shall be immediately due and payablepayable immediately. Upon a declaration Holders of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablethe Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default set forth has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5v) of Section 6.01 has occurred and is continuinghereof, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event holders of default triggering such Event of Default pursuant to any Indebtedness described in clause (5v) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (y) the annulment of the acceleration of the Notes would not conflict with respect thereto. If an Event any judgment or Default specified in clause decree of a court of competent jurisdiction and (6z) all existing Events of Default, except nonpayment of principal or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(f) or (7g)) of Section 6.01 that occurs with respect to the Issuer) occurs shall occur and is continuing under this Indenturebe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Securities may declare the Notes then outstanding, principal of and accrued and unpaid interest on all the Securities to be due and payable by written notice in writing to the Issuer (Company specifying the respective Event of Default and to the Trustee if such that it is a “notice is given by the Holders), mayof acceleration”, and the Trustee at the request same shall become immediately due and payable. If an Event of the Holders Default specified in Section 6.01(f) or (g) occurs and is continuing, then all unpaid principal of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, and premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders all of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding Securities shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of at least a majority 75% in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, Securities may waive all past defaults and rescind and annul a cancel such declaration of acceleration and its consequences if:(i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, and (iv) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Holder shall have received an Officers’ Certificate that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee by written notice to the Issuers or the Holders of at least 2530.0% in aggregate principal amount of the then total outstanding Notes then outstanding, by written notice to the Issuer (Issuers and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, may declare the principal ofprincipal, premium, if any, interest and accrued interest any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately. Any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. Upon a declaration the effectiveness of accelerationsuch declaration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In The Trustee shall have no obligation to accelerate the event Notes. Notwithstanding the foregoing, in the case of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in arising under clause (6) or (7) of Section 6.01 occurs with respect 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the IssuerTrustee may on behalf of all of the Holders rescind an acceleration and its consequences; provided, the principal ofthat such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal, interest, or premium, if any, and accrued interest on the Notes then outstanding shall automatically that has become and be immediately due and payable without any declaration or other act on the part solely because of the Trustee acceleration) have been cured or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:waived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)) occurs and is continuing under this Indenturecontinuing, the Trustee by notice to the Parent, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by written notice to the Issuer (Parent and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of the such Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumAdditional Amounts, if any, and accrued interest shall and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium, Additional Amounts and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (5) of under Section 6.01 6.01(a) has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 6.01(a) shall be remedied or cured by the Issuer Parent or the relevant Significant a Restricted Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Default specified in clause decree of a court of competent jurisdiction and (62) or (7) all existing Events of Section 6.01 occurs with respect to the IssuerDefault, the principal ofexcept nonpayment of principal, premium, if any, and accrued Additional Amounts or interest on the Notes then outstanding shall automatically become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee or any Holder. The Holders of at least a majority in principal amount acceleration of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 8.1(f) or (7) of Section 6.01 that occurs with respect to the Issuerg)) occurs and is continuing under this Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the New Notes then outstandingoutstanding may, by written notice to the Issuer (Company, declare all unpaid principal and accrued interest to the Trustee if such notice is given by date of acceleration on the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding shall(if not then due and payable) to be due and payable and upon any such declaration, declare the principal of, premium, if any, same shall become and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6Section 8.1(f) or (7g) of Section 6.01 occurs with respect to the Issueroccurs, the all unpaid principal of, premium, if any, and accrued interest on the New Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal amount and interest all of the Company's obligations under the New Notes and this Agreement shall terminate. The Holders of at least a majority in principal amount of the outstanding NotesNew Notes then outstanding, by written notice to the Issuer and to the TrusteeCompany, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if:if (i) all existing Events of Default, other than the non-payment of the principal of the New Notes which has become due solely by such declaration of acceleration, have been cured or waived within ninety (90) days after the first occurrence of each such Event of Default, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, and (iii) the recision would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in clause (6Section 6.01(g) or (7) of Section 6.01 that occurs with respect 6.01(h)), either the Trustee by notice in writing to the Issuer) occurs and is continuing under this IndentureCompany, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice in writing to the Issuer Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee (or its nominee) a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest, if any, at the rate then borne by the Notes) and amounts due to the Trustee if such notice is given by the Holders), maypursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the Trustee at nonpayment of the request principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of at least 25% a simple majority in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notesoutstanding, by written notice to the Issuer Company and to the Trustee, may waive all past defaults Defaults or Events of Default with respect to the Notes and rescind and annul a such declaration of acceleration and its consequences if:and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer6.01(a)(6) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The If any other Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is continuing, the Trustee or the Holders of at least a majority 25% in aggregate principal amount of the then outstanding Notes may and, if directed by holders of at least 25% in aggregate principal amount of the then outstanding Notes, by written notice the Trustee shall, declare all the Notes to be due and payable immediately. In the Issuer and to the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and its consequences if:is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Section 6.03

Acceleration. If an Event of Default (other than an Event of Default specified in clause (6Section 6.01(6) or (7) of Section 6.01 that occurs with respect to the IssuerCompany) occurs and is continuing under this Indentureand has not been waived pursuant to Section 6.04, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstandingoutstanding may, by written notice to the Issuer (Company and to the Trustee if such notice is given by the Holders), mayTrustee, and the Trustee at shall, upon the request of such Holders, declare the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shallSecurities outstanding, declare the principal of, premiumtogether with accrued but unpaid interest, if any, and accrued interest on the Notes all Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall become immediately due and payable. Upon a declaration of accelerationpayable or (ii) if there are any amounts outstanding under the Credit Agreement, such principal of, premium, if any, and accrued interest shall be immediately become due and payablepayable upon the first to occur of an acceleration under the Credit Agreement or 5 Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). In the event of a declaration of acceleration because If an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event or Default specified in clause (6Section 6.01(6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, Company occurs and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice is continuing with respect to the Issuer and to the TrusteeCompany, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:unpaid principal and