Common use of Acceleration of Maturity Date; Rescission and Annulment Clause in Contracts

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi)), then in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, by written notice to the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vany of Sections 6.01(a), (b), (c), (f) or Section 8.1(vi(g) hereof occurs, the principal of and all accrued and unpaid interest and any other amounts payable on the Notes shall automatically be and become due and payable immediately, without any declaration or other act whatsoever on the part of the Trust, the Indenture Trustee or any Holder. If any Event of Default other than those specified in Sections 6.01(a), (b), (c), (f) or (g) hereof occurs and is continuing, then in every such case, unless case the principal of the Outstanding Securities of that series shall have already become due and payable, either the Indenture Trustee or the Holders of at least more than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of that seriesNotes, by a notice in writing to the Company specifying the respective Event of Default Trust (and to the Indenture Trustee if given by Holders) (an “Acceleration Notice”the Holders of the Notes), may (but are not required to) declare all principal, determined as set forth below, and accrued interest on such series the sum of (or, if the Securities of that series are Original Issue Discount Securities, such portion of a) the principal amount as may of all the Outstanding Notes and (b) any other amounts, including accrued and unpaid interest, payable to the Holders to the extent such amounts are permitted by law to be specified inpaid, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on upon any such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, declaration such amount as may be specified by the terms thereof) will be immediately shall become due and payable on all Outstanding Securities the date the written declaration is received by the Trust; provided, however, that with respect to any Note issued with original issue discount the amount of that series without any principal due and payable for such Note will be the amount determined as set forth in the Pricing Supplement or, if not so set forth, by multiplying (i) the then outstanding aggregate principal amount of such Note by (ii) the sum of (A) the original issue price of the Note (expressed as a percentage of the then outstanding aggregate principal amount of such Note) plus (B) the original issue discount (expressed as a percentage) amortized from the original issue date of such Note to the date of declaration or other act of acceleration of maturity of such Note (calculated using the interest method in accordance with generally accepted accounting principles in effect on the part date of determination). At any time after such a declaration of acceleration of maturity of the Notes has been made pursuant to the second sentence of this Section 6.02 and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee or any Holders. The as hereinafter provided in this Article, the Holders of a majority in Notes representing at least sixty-six and two-thirds percent (66-2/3%) of the aggregate principal amount of the Outstanding Securities of any seriesNotes, by written notice to the Trust and the Indenture Trustee, may rescind and annul any acceleration such declaration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.if

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi))6.1(h) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by such Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case accrued and accrued unpaid interest on such series (orthereon and all other Obligations thereunder, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi6.1(h) relating to the Company occurs, all principal principal, accrued and accrued unpaid interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) all other Obligations thereunder will be become immediately due and payable on all Outstanding Securities of that series outstanding Notes without any other act, declaration or other act notice on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul annul, on behalf of all Holders, any such declaration of acceleration if: (1) Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Notes, (B) the principal of any Notes which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Notes, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, premium and interest on all Securities of that series Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 4.21. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon. (b) In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi))6.1(h) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by such Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case accrued and accrued unpaid interest on such series (orthereon and all other Obligations thereunder, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi6.1(h) relating to the Company occurs, all principal principal, accrued and accrued unpaid interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) all other Obligations thereunder will be become immediately due and payable on all Outstanding Securities of that series outstanding Notes without any other act, declaration or other act notice on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul annul, on behalf of all Holders, any such declaration of acceleration if: (1) Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Notes, (B) the principal of any Notes which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Notes, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of, premiumand interest on, if any, and interest, if any, on all Securities of that series Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 4.21. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon. (b) In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to September 30, 2007, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, premium shall be paid by the Company upon acceleration of the Notes, and in an amount, for each of the years beginning on September 30 of the years set forth below: YEAR PERCENTAGE ---- ---------- 2003................................................ 111.000% 2004................................................ 109.625% 2005................................................ 108.250% 2006................................................ 106.875%

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vany of Sections 6.01(a), (b), (c), (f) or Section 8.1(vi(g) occurs and is continuing, the principal of and all accrued and unpaid interest and any other amounts payable on the Notes or if such Notes are non-interest bearing, the amortized face amount of such Notes or other redemption amount as may be specified in the Pricing Supplement, shall automatically be and become due and payable immediately, without any declaration or other act whatsoever on the part of the Trust, the Indenture Trustee or any Holder. If any Event of Default other than those specified in Sections 6.01(a), (b), (c), (f) or (g) occurs and is continuing, then in every such case, unless case the principal of the Outstanding Securities of that series shall have already become due and payable, either the Indenture Trustee or the Holders of at least more than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of that seriesNotes, by a notice in writing to the Company specifying the respective Event of Default Trust (and to the Indenture Trustee if given by Holders) (an “Acceleration Notice”the Holders of the Notes), may (but are not required to) declare all principal, determined as set forth below, and accrued interest on such series the sum of (or, if the Securities of that series are Original Issue Discount Securities, such portion of a) the principal amount as may of all the Outstanding Notes and (b) any other amounts, including accrued and unpaid interest, payable to the Holders to the extent such amounts are permitted by law to be specified inpaid, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on upon any such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, declaration such amount as may be specified by the terms thereof) will be immediately shall become due and payable on all Outstanding Securities the date the written declaration is received by the Trust; provided, however, that with respect to any Note issued with original issue discount the amount of that series without any principal due and payable for such Note will be the amount determined as set forth in the Pricing Supplement or, if not so set forth, by multiplying (i) the then outstanding aggregate principal amount of such Note by (ii) the sum of (A) the original issue price of the Note (expressed as a percentage of the then outstanding aggregate principal amount of such Note) plus (B) the original issue discount (expressed as a percentage) amortized from the original issue date of such Note to the date of declaration or other act of acceleration of maturity of such Note (calculated using the interest method in accordance with generally accepted accounting principles in effect on the part date of determination). At any time after such a declaration of acceleration of maturity of the Notes has been made pursuant to the second sentence of this Section 6.02 and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee or any Holders. The as provided in this Article, the Holders of a majority in Notes representing at least sixty-six and two-thirds percent (66-2/3%) of the aggregate principal amount of the Outstanding Securities of any seriesNotes, by written notice to the Trust and the Indenture Trustee, may rescind and annul any acceleration such declaration and its consequences with respect to the Securities of that series so long as if (a) such rescission occurs before the Trust has paid or deposited with the Indenture Trustee a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.sum sufficient to pay:

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi)), then in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, and accrued interest on such series thereon (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on such series thereon (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, by written notice to the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi)), (6) relating to the Company or its Significant Subsidiaries) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesoutstanding, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, of the principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the New Credit Facility upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the New Credit Facility. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(5) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within five days thereof and the Trustee has received written notice or such cure, wavier or rescission and no other Event of Default described in Section 6.1(5) above has occurred that has not been cured or waived within five days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(6) above, relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclause (d) or (e) of Section 8.1(vi)6.01 relating to the Company or any Significant Restricted Subsidiary), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediatelyand the same shall become immediately due and payable. If an Event of Default specified in Section 8.1(vclause (d) or (e) of Section 8.1(vi) 6.01, relating to the Company or any Significant Restricted Subsidiary, occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen-outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.01. Notwithstanding the previous sentence of this Section 6.02, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon. In the event of a declaration of acceleration of the Securities because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(f), the declaration of acceleration of the Securities shall be automatically annulled if the holders of all Indebtedness described in Section 6.01 (f) (without any payment to any holders of any such Indebtedness) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all Events of Default, except nonpayment of principal interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi)), then in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in in Section 8.1(v8.1 (v) or Section 8.1(vi) occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, by written notice to the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi)), 6.1(5) relating to the Company or any of its Significant Subsidiaries,) then in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesNotes then outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that seriesany) thereon to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi) 6.1(5), relating to the Company or any of its Significant Subsidiaries occurs, all principal and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any) thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul any acceleration and its consequences if the rescission would not conflict with respect to the Securities of that series so long as (a) such rescission occurs before a any judgment or decree is entered based on such acceleration and (b) if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series the Notes that have become due solely because of the acceleration, and except a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived by such a supermajority, have been cured or waived as provided in Section 8.126.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orthereon and Liquidated Damages with respect thereto, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company occurs, all principal and principal, accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) Liquidated Damages with respect thereto will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on, and annul any acceleration and its consequences Liquidated Damages with respect to, all Securities, (B) the principal of (and premium, if any, applicable to) any Securities which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interest, if any, on all Liquidated Damages with respect to Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (e) and (f) of Section 8.1(v5.1, relating to either or both of the Issuers) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in clauses (e) and (f), of Section 8.1(v) 5.1, relating to either or Section 8.1(vi) both of the Issuers occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article V, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) the Issuers have paid or deposited with the Trustee Cash sufficient to pay (i) all overdue interest on all Securities, (ii) the principal of (and premium applicable to) any Securities which would become due other than by reason of such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Securities, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 6.7, and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.125.12, including, if applicable, any Event of Default relating to the covenants contained in Section 9.1. Notwithstanding the previous sentence of this Section 5.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi))(6) relating to the Company or any of its Significant Subsidiaries) occurs and is continuing, then then, in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Payment if the Event of Default includes failure to pay the Change of Control Payment), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(6) relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(iv) or Section 8.1(vi)6.1(v) above relating to the Company or any Significant Subsidiary), then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that seriesany) thereon to be due and payable immediately; PROVIDED, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclause (iv) or Section 8.1(vi) (v), above, relating to the Company or any of its Significant Subsidiaries occurs, all principal and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any) thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (A) all overdue interest and annul Liquidated Damages, if any, on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and all other amounts due the Securities of that series so long as Trustee under Section 7.7 and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in any of Section 8.1(v5.01(d), (e), (f) or (g) hereof occurs with respect to Notes of a series, the principal of and all accrued and unpaid interest and any other amounts payable on such Notes shall automatically be and become due and payable immediately, without any declaration or other act whatsoever on the part of the Company, the Indenture Trustee or any Holder. If any Event of Default other than those specified in Section 8.1(vi5.01(d), (e), (f) or (g) hereof occurs with respect to Notes of a series, and is continuing, then in every such case, unless case the principal of the Outstanding Securities of that series shall have already become due and payable, either the Indenture Trustee or the Holders of at least more than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities Notes of that such series, by a notice in writing to the Company specifying the respective Event of Default (and to the Indenture Trustee if given by Holders) (an “Acceleration Notice”the Holders of such Notes), may (but are not required to) declare all principal, determined as set forth below, and accrued interest on such series the sum of (or, if the Securities of that series are Original Issue Discount Securities, such portion of a) the principal amount as may of all such Outstanding Notes and (b) any other amounts, including accrued and unpaid interest, payable to the Holders of such Notes to the extent such amounts are permitted by applicable law to be specified inpaid, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on upon any such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereofdeclaration, such amount as may be specified by the terms thereof) will be immediately shall become due and payable on all Outstanding Securities the date the written declaration is received by the Company; provided, however, that with respect to any Discount Note (other than indexed Notes) the amount of that series without any principal due and payable for such Note will be the amount determined as set forth in the applicable Note or, if not so set forth, by multiplying (i) the then outstanding aggregate principal amount of such Note by (ii) the sum of (A) the original issue price of the Note (expressed as a percentage of the then outstanding aggregate principal amount of such Note), plus (B) the original issue discount (expressed as a percentage) amortized from the original issue date of such Note to the date of declaration or other act of acceleration of maturity of such Note (calculated using the interest method specified on the part face of such Note). At any time after such a declaration of acceleration of maturity of the Notes of a series has been made pursuant to the second sentence of this Section 5.02 and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee or any Holders. The as hereinafter provided in this Article 5, the Holders of a majority in Notes representing at least sixty-six and two-thirds percent (66 2/3%) of the aggregate principal amount of the Outstanding Securities Notes of any such series, by written notice to the Company and the Indenture Trustee, may rescind and annul any acceleration such declaration and its consequences if: (a) the Company has paid or deposited with respect the Indenture Trustee a sum sufficient to pay: (i) all overdue installments of interest, if any, on the Securities Notes of that series, (ii) the principal and premium, if any, of the Notes of that series so long as (a) which have become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon with respect thereto at the rate borne by such Notes, and (iii) all sums paid or advanced by the Indenture Trustee hereunder; and (b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, of or interest on all Securities the Notes of that series that which have become due solely because as a result of the such acceleration, have been cured or waived as provided in Section 8.125.13. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(f), (g) or Section 8.1(vi))(h) with respect to JCC Holding or the Company, then occurs and is continuing, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become 90 102 due and payable, either the Trustee or the Holders of at least 25not less then 50% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(f), (g) or Section 8.1(vi(h) occursoccurs with respect to JCC Holding or the Company, all principal of, premium applicable to, and accrued interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Securities shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than 50% (66 and 2/3% in the case of an Event of Default solely as a majority result of a breach of the obligations set forth in Section 5.24) in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences and may waive, on behalf of all Holders, an Event of Default or an event which with respect to the Securities notice or lapse of that series so long as time or both would become an Event of Default if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue interest on all Securities; (ii) principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Securities; (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. 91 103 Notwithstanding the previous sentence of this Section 6.2, no rescission, amendment or waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to rescind such acceleration or waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (d) and (f) of Section 8.1(v6.1, relating to the Company only) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; PROVIDED, HOWEVER, that if any Senior Debt is outstanding pursuant to the Credit Agreement, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Senior Debt Representatives of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in clauses (d) and (f) of Section 8.1(v) or Section 8.1(vi) 6.1, relating to the Company only occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect agents and counsel (provided, however, that nothing contained in this Indenture shall be deemed to imply that the Securities of that series so long as Trustee is required to pay or advance any funds), and any other amounts due the Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. The Trustee shall provide to each Senior Debt Representative a copy of each Acceleration Notice that it sends, and of each Acceleration Notice and notice of rescission of a declaration of acceleration that it receives, under this Section 6.2, on the date that the Trustee sends any such notice, and as promptly as possible following the date that the Trustee receives any such notice.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(5))) relating to the Company or any Restricted Subsidiary, then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price) (or the Special Redemption Price, plus accrued and unpaid interest, if any, to the date of redemption, in connection with any Special Mandatory Redemption, if the Event of Default relates to failure to make payment in connection with the Special Mandatory Redemption), determined as set forth below, and including in each case accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(5) above relating to the Company or any Significant Restricted Subsidiary occurs, all principal (or the Change of Control Purchase Price or Special Redemption Price, as applicable) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company or any of its significant Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (i) all overdue interest on all Securities, (ii) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (iii) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (biv) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive any subsequent Default or Event or Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing with respect to a series of Securities (other than an Event of Default specified in Section 8.1(vclauses (5) and (6), above, relating to either of the Issuers or Section 8.1(vi)any of their Significant Subsidiaries), then in every such case, unless the principal of the Outstanding all Securities of that such series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding such series of Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Sun International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclauses (5) and (6) above relating to either of the Issuers or Section 8.1(vi) occursany of their Significant Subsidiaries occurs with respect to a series of Securities, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that such series without any declaration or other act on the part of Trustee or the Holders thereof. With respect to a series of Securities, at any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of any such series, by written notice to the Issuers and the Trustee, may rescind and annul rescind, on behalf of all Holders of such series, any such declaration of acceleration and its consequences if: (1) the Issuers have paid or deposited with respect the Trustee a sum sufficient to the pay (A) all overdue interest on all Securities of that series so long as such series, (aB) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, of (and premium, if any, and interest, if any, on all applicable to) any Securities of such series which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities of such series, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities of such series, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default with respect to such series that of Securities, other than the nonpayment of amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, with respect to a series of Securities, no waiver shall be effective for any Event of Default with respect to such series of Securities, or event which with notice or lapse of time or both would be an Event of Default, with respect to such series of Securities, with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security of such series, unless all such affected Holders agree, in writing, to waive such Event of Default or other event with respect to such series of Securities. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(e) or (f) relating to the Company or any of its Subsidiaries) occurs and is continuing and subject to Section 8.1(vi))4.9 hereof, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in not less than a majority of aggregate principal amount of the Outstanding Securities of that seriesNotes then outstanding, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi(f) relating to the Company or any of its Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Notes shall be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul waive, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Notes, (ii) the principal of (and premium, if any, applicable to) any Notes which would become due otherwise than by such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Notes, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that Notes which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12.6.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company) occurs and is continuing, then then, in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orand any Liquidated Damages thereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be amounts due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) All overdue interest and annul Liquidated Damages on all Securities (B) the principal, Redemption Price or Repurchase Price of any acceleration Securities which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and overdue Liquidated Damages at the rate borne by the Securities (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and (2) all Events of Default, other than the non-payment of the principal principal, Redemption Price or Repurchase Price of, premiumand interest and any Liquidated Damages on, if any, and interest, if any, on all the Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Default or Event of Default. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (d) and (f) of Section 8.1(v6.1, above, relating to the Company or any Significant Subsidiary) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in clauses (d) and (f) of Section 8.1(v) 6.1, above, relating to the Company or Section 8.1(vi) any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.01(e) or Section 8.1(vi))(f) relating to the Company or any of its Restricted Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyand the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement and the Company has guaranteed the repayment of principal and interest on the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five business days after receipt by the Company and the representative of the holders of the Indebtedness under the Credit Agreement of the Acceleration Notice, but only if such Event of Default is then continuing. If an Event of Default specified in Section 8.1(v6.01(e) or Section 8.1(vi(f) relating to the Company or any Significant Restricted Subsidiary occurs, all principal (or the Change of Control Purchase Price, as applicable) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.01. Notwithstanding the previous sentence of this Section 6.02, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. In the event of a declaration of acceleration of the Securities because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(d), the declaration of acceleration of the Securities shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(d) (without any payment of any holders of any such 66 Indebtedness) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all Events of Default, except nonpayment of principal or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration of Maturity Date; Rescission and Annulment. If (x) an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi(7)), then or (y) the acceleration of the maturity of amounts owing under the Bank Credit Facilities occurs and is continuing, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less then 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying and the respective Event of Default Guarantors (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi(7) occurs, (i) all principal of, premium applicable to, and accrued interest on such series on, the Securities, and (orii) the Make-Whole Amount, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or the Holders; PROVIDED, HOWEVER, that (A) the Primary Make-Whole Amount shall rank PARI PASSU with any HoldersSenior Subordinated Debt including, without limitation, any Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder and (B) the Secondary Make-Whole Amount shall be subordinate to any Senior Subordinated Debt including, w ithout limitation, any Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VII, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences and may waive, on behalf of all Holders, an Event of Default or an event which with respect notice or lapse of time or both would become an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (including Contingent Payments) on all Securities, (B) principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aincluding Contingent Payments) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.12. Notwithstanding the previous sentence of this Section 7.2, no rescission, amendment or waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to rescind such acceleration or waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi))(5) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified inof the Securities, or determined including in accordance witheach case accrued interest thereon, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(5) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be amounts due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) All overdue interest on all Securities, (B) the principal or Redemption Price of any Securities which would then be due otherwise than by such declaration of acceleration, and annul any acceleration and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and (2) all Events of Default, other than the non-payment of the principal or Redemption Price of, premiumand interest on, if any, and interest, if any, on all the Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Default or Event of Default. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi))6.1(h) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by such Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case accrued and unpaid interest thereon, Liquidated Damages, if any, and accrued interest on such series (orall other Obligations thereunder, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi6.1(h) relating to the Company occurs, all principal principal, accrued and accrued unpaid interest on such series (orthereon, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereofLiquidated Damages, such amount as may be specified by the terms thereof) if any, and all other Obligations thereunder will be become immediately due and payable on all Outstanding Securities of that series outstanding Notes without any other act, declaration or other act notice on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul annul, on behalf of all Holders, any such declaration of acceleration if: the Company has paid or deposited with the Trustee Cash sufficient to pay all overdue interest on, and its consequences Liquidated Damages, if any, with respect to, all Notes, the principal of (and premium, if any, applicable to) any Notes which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Notes, to the Securities extent that payment of that series so long as (a) such rescission occurs before a judgment interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Notes, and all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and (b) the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; all existing Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interestLiquidated Damages, if any, on all Securities of that series with respect to Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 4.21. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, and in an amount equal to 107.800% for the year beginning April 15, 2001.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (e) and (f) of Section 8.1(v5.1, relating to either or both of the Issuers) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, principal and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in clauses (e) and (f), of Section 8.1(v) 5.1, relating to either or Section 8.1(vi) both of the Issuers occurs, all principal and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any, thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article V, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium and Liquidated Damages, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 6.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.125.12, including, if applicable, any Event of Default relating to the covenants contained in Section 9.1. Notwithstanding the previous sentence of this Section 5.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or (6)) with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi))continuing, then then, and in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that series, by a notice in writing to the Company specifying and the respective Event of Default Guarantor (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities of that series, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v501(5) or Section 8.1(vi(6) with respect to Securities of any series at the time Outstanding occurs, all principal of, and accrued interest on such series (oron, in the case of any Security Securities of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration with respect to Securities of any series being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences if: (1) the Company has paid or deposited with respect the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series so long as (a) which would become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon at the rate borne by such Securities, (bC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by such Securities, (D) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of DefaultDefault with respect to Securities of that series, other than the non-payment of the principal of, premium, if any, and interest, if any, on all of Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12513, including, if applicable, any default in the covenants contained in Section 1501. Notwithstanding the previous sentence of this Section 502, no rescission shall be effective for any acceleration with respect to Securities of any series resulting from an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series, unless all such affected Holders agree, in writing, to rescind such acceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(f), (g) or Section 8.1(vi))(h) with respect to JCC Holding or the Company, then occurs and is continuing, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become 102 due and payable, either the Trustee or the Holders of at least 25not less then 50% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(f), (g) or Section 8.1(vi(h) occursoccurs with respect to JCC Holding or the Company, all principal of, premium applicable to, and accrued interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Securities shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than 50% (66 and 2/3% in the case of an Event of Default solely as a majority result of a breach of the obligations set forth in Section 5.24) in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences and may waive, on behalf of all Holders, an Event of Default or an event which with respect to the Securities notice or lapse of that series so long as time or both would become an Event of Default if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue interest on all Securities; (ii) principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Securities; (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12.6.12. 91

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) relating to the Company or Section 8.1(vi))any of its Significant Subsidiaries) occurs and is continuing, then then, in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Payment if the Event of Default includes failure to pay the Change of Control Payment), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(4) relating to the Company or Section 8.1(vi) any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. 40 Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(5) or Section 8.1(vi(6))) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less then 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default and Group (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (and premium, if applicable), determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v7.1(5) or Section 8.1(vi(6) occurs, all principal of, premium applicable to, and accrued interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Securities shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article Seven, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind waive, on behalf of all Holders, an Event of Default or an event which with notice or lapse of time or both would become an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.12. Notwithstanding the previous sentence of this Section 7.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclause (d) or (e) of Section 8.1(vi)6.01 relating to the Company or any Significant Restricted Subsidiary), then in every such case, unless the principal amount of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”), ") may declare all principal, determined as set forth below, the aggregate principal amount and accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securitiesapplicable, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyand the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facility and the Company has guaranteed the repayment of principal and interest on the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility or five business days after receipt by the Company and the representative of the holders of the Indebtedness under the Credit Facility of the Acceleration Notice, but only if such Event of Default is then continuing. If an Event of Default specified in Section 8.1(vclause (d) or (e) of Section 8.1(vi) 6.01, relating to the Company or any Significant Restricted Subsidiary, occurs, all the principal and accrued interest on such series (orinterest, in the case of any Security of that series which specifies an amount to be due and payable if applicable, thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen-outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal amount of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.01. Notwithstanding the previous sentence of this Section 6.02, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon. In the event of a declaration of acceleration of the Securities because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(f), the declaration of acceleration of the Securities shall be automatically annulled if the holders of all Indebtedness described in Section 6.01 (f) (without any payment of any holders of any such Indebtedness) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all Events of Default, except nonpayment of principal interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vany of Sections 6.01(a), (b), (c), (f) or Section 8.1(vi(g) hereof occurs, the principal of and all accrued and unpaid interest and any other amounts payable on the Notes shall automatically be and become due and payable immediately, without any declaration or other act whatsoever on the part of the Trust, the Indenture Trustee or any Holder. If any Event of Default other than those specified in Sections 6.01(a), (b), (c), (f) or (g) hereof occurs and is continuing, then in every such case, unless case the principal of the Outstanding Securities of that series shall have already become due and payable, either the Indenture Trustee or the Holders of at least more than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of that seriesNotes, by a notice in writing to the Company specifying the respective Event of Default Trust (and to the Indenture Trustee if given by Holders) (an “Acceleration Notice”the Holders of the Notes), may (but are not required to) declare all principal, determined as set forth below, and accrued interest on such series the sum of (or, if the Securities of that series are Original Issue Discount Securities, such portion of a) the principal amount as may of all the Outstanding Notes and (b) any other amounts, including accrued and unpaid interest, payable to the Holders to the extent such amounts are permitted by law to be specified inpaid, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on upon any such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, declaration such amount as may be specified by the terms thereof) will be immediately shall become due and payable on all Outstanding Securities the date the written declaration is received by the Trust; provided, however, that with respect to any Note issued with original issue discount the amount of that series without any principal due and payable for such Note will be the amount determined as set forth in the Pricing Supplement or, if not so set forth, by multiplying (i) the then outstanding aggregate principal amount of such Note by (ii) the sum of (A) the original issue price of the Note (expressed as a percentage of the then outstanding aggregate principal amount of such Note) plus (B) the original issue discount (expressed as a percentage) amortized from the original issue date of such Note to the date of declaration or other act of acceleration of maturity of such Note (calculated using the interest method in accordance with generally accepted accounting principles in effect on the part date of determination). At any time after such a declaration of acceleration of maturity of the Notes has been made pursuant to the second sentence of this Section 6.02 and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee or any Holders. The as hereinafter provided in this Article, the Holders of a majority in Notes representing at least sixty-six and two-thirds percent (66-2/3%) of the aggregate principal amount of the Outstanding Securities of any seriesNotes, by written notice to the Trust and the Indenture Trustee, may rescind and annul any acceleration such declaration and its consequences with respect to the Securities of that series so long as if (a) the Trust has paid or deposited with the Indenture Trustee a sum sufficient to pay (i) all overdue installments of interest and Additional Amounts, if applicable, on all Notes, (ii) the principal and premium, if any, of any Notes which have become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon with respect thereto at the rate borne by the Notes, and (iii) all sums paid or advanced by the Indenture Trustee hereunder; and (b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, of or interest on all Securities of that series that the Notes which have become due solely because as a result of the such acceleration, have been cured or waived as provided in Section 8.126.13. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclauses (5) or Section 8.1(vi)and (6), above, relating to either of the Issuers or any of their Significant Subsidiaries,) then in every such case, unless the principal of all of the Outstanding series of Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Sun International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclauses (5) and (6) above relating to either of the Issuers or Section 8.1(vi) any of their Significant Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (4) and (5) of Section 8.1(v6.1, relating to the Issuer or any Subsidiary) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuer (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in Section 8.1(vclauses (4) and (5) above relating to the Issuer or Section 8.1(vi) any Subsidiary occurs, all principal and premium, if any, and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any, thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuer with the principal intention of avoiding the prohibition on redemption of the Notes prior to December 1, 2002, then the premium below (expressed as a percentage principal amount) for each of the years beginning on December 1, shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. Year Percentage 1997 114.335% 1998 112.543% 1999 110.751% 2000 108.959% 2001 107.167% The Trustee shall have no obligation to undertake any investigation of or make any determination of, or assert, willful action or inaction by the Issuer. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuer and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (and annul Liquidated Damages, if any) on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aand Liquidated Damages, if any) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended (i) without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event or (ii) without the consent of Holders of a supermajority in aggregate principal amount of then outstanding Securities, unless such Holders agree in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(4) or Section 8.1(vi)), (6) relating to the Company or its Significant Subsidiaries) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesoutstanding, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, of the principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; PROVIDED, HOWEVER, that if any Senior Debt is outstanding pursuant to the Credit Facility or other then-existing credit facilities of the Company upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Facility or other then-existing credit facilities of the Company. In the event a declaration of acceleration resulting from an Event of Default described in Section 7.1(5) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within five days thereof and the Trustee has received written notice or such cure, wavier or rescission and no other Event of Default described in Section 7.1(5) above has occurred that has not been cured or waived within five days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v7.1(4) or Section 8.1(vi(6) above, relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VII, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 8.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declara- tion of the acceleration, have been cured or waived as provided in Section 8.127.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 7.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi))6.1(f) relating to the Company or any of its Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes, determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi(f) relating to the Company or any of its Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Notes shall be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul waive, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) such rescission occurs before the Company has paid or deposited with the Trustee a judgment or decree is entered based on such acceleration and sum sufficient to pay: (b1) all existing Events of Default, other than the non-payment of accrued but unpaid interest on all Notes, (2) the principal of, of (and premium, if any, and interest, if any, on all Securities of that series that have applicable to) any Notes which would become due solely because otherwise than by such declaration of acceleration, and accrued but unpaid interest thereon at the rate borne by the Notes, (3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (4) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the accelerationTrustee, have been cured or waived as provided in Section 8.12.its agents and counsel; and

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(7) or Section 8.1(vi)(8) relating to the Company or any of its Subsidiaries), then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal (and premium, if any) and accrued interest thereon of the Securities (or the Change of Control Payment if the Event of Default includes failure to pay the Change of Control Payment), determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately; provided that in the event a declaration of acceleration (or a Default which, after the giving of notice, the lapse of time or both) resulting from an Event of Default described in Section 6.1(5) or (6) above has occurred and is continuing, such declaration of acceleration or such Default, as the case may be, shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days thereof (in the case of an Event of Default under Section 6.1(5) above) or 45 days thereof (in the case of an Event of Default under Section 6.1(6) above) and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(5) or (6) as applicable, has occurred that has not been cured or waived, or as to which the declaration has not been rescinded, within such specified number of days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(7) or Section 8.1(vi) (8) relating to the Company or any Subsidiary occurs, all principal (and premium, if any) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay: (A) all overdue interest on all Securities, (B) the principal of, and annul any acceleration and its consequences premium, if any, payable with respect to any Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the Securities rate borne by the Securities, (C) to the extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rates set forth in the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and any other amounts due the Trustee under Section 7.7, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such 50 declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi)(7) with respect to the Company), then occurs and is continuing, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less then 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying and the respective Event of Default Guarantors (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi(7) occursoccurs with respect to the Company, (i) all principal of, premium applicable to, and accrued interest on such series on, the Securities, and (orii) the Make-Whole Amount, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders; PROVIDED, HOWEVER, that (A) the Primary Make-Whole Amount shall be subordinated in right of payment to all Senior Debt and shall rank PARI PASSU with all Senior Subordinated Debt including, without limitation, all Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder and (B) the Secondary Make-Whole Amount shall be subordinate to all Senior Debt and all Senior Subordinated Debt including, without limitation, all Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder. The Primary Make-Whole Amount shall be subordinated to Senior Debt in accordance with the terms of Article XIII. The Secondary Make-Whole Amount shall be subordinated to all Senior Debt and all Senior Subordinated Debt on the terms provided in Article XIII (for this purpose, treating all Senior Subordinated Debt as if same were Senior Debt), except that no payments whatsoever may be made with respect to the Secondary Make-Whole Amount unless and until all Senior Debt and all Senior Subordinated Debt has been repaid in full in cash. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VII, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences and may waive, on behalf of all Holders, an Event of Default or an event which with respect notice or lapse of time or both would become an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (including Contingent Payments) on all Securities, (B) principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aincluding Contingent Payments) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.12. Notwithstanding the previous sentence of this Section 7.2, no rescission, amendment or waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to rescind such acceleration or waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) and (5) relating to Centennial, the Company or Section 8.1(vi)any Significant Restricted Subsidiary), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price) (or the Special Redemption Price in connection with any Special Mandatory Redemption, if the Event of Default relates to failure to make payment in connection with the Special Mandatory Redemption), determined as set forth below, and including in each case accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided that so long as the Credit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than as specified in clauses (4) or (5) with respect to Centennial, the Company or any Significant Restricted Subsidiary), any such acceleration shall not be effective until the earlier to occur of (x) five business days following delivery of a written notice of such acceleration of the Securities to the agent under the Credit Facility and (y) the acceleration of any Indebtedness under the Credit Facility. If an Event of Default specified in Section 8.1(vclauses (4) and (5) above relating to Centennial, the Company or Section 8.1(vi) any Restricted Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.01(d) or Section 8.1(vi))(e) of this Article Six, relating to the Company, then in every each such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesNotes then outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by the Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and including in each case accrued interest on such series (thereon, or, if as appropriate, the Securities Change of that series are Original Issue Discount Securities, such portion Control Purchase Price (solely with respect to a Default relating to the payment of the principal amount as may be specified inChange of Control Purchase Price), or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.01(d) or Section 8.1(vi(e) occursoccurs relating to the Company, all principal and accrued and unpaid interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration is made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article Six, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul waive, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Notes, (ii) the principal of (and premium, if any, applicable to) any Notes which would become due otherwise than by such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Notes, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that Notes which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12.

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi))6.1(h) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by such Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case accrued and accrued unpaid interest on such series (orthereon and all other Obligations thereunder, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi6.1(h) relating to the Company occurs, all principal principal, accrued and accrued unpaid interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) all other Obligations thereunder will be become immediately due and payable on all Outstanding Securities of that series outstanding Notes without any other act, declaration or other act notice on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul annul, on behalf of all Holders, any such declaration of acceleration if: (1) Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Notes, (B) the principal of (and its consequences with respect premium, if any, applicable to) any Notes which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Notes, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, premium and interest on all Securities of that series Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 4.21. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon. (b) In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to [ ], 2007, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, premium shall be paid by the Company upon acceleration of the Notes, and in an amount, for each of the years beginning on [ ] of the years set forth below: YEAR PERCENTAGE ---- ---------- 2003................................................ [ ]% 2004................................................ [ ]% 2005................................................ [ ]% 2006................................................ [ ]%

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vSections 6.1(4) or Section 8.1(vi)and (5), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if given by the Holders) (an “"Acceleration Notice”"), may declare all principalprincipal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided that so long as the Senior Credit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than as specified in clause (4) or (5) with respect to Centennial, the Company, Centennial PR, any Guarantor or any Significant Restricted Subsidiary), any such acceleration shall not be effective until the earlier to occur of (x) five Business Days following delivery of a written notice of such acceleration of the Securities to the agent under the Senior Credit Facility and (y) the acceleration of any Indebtedness under the Senior Credit Facility. If an Event of Default specified in Section 8.1(vclauses (4) and (5) above relating to Centennial, the Company, Centennial PR, any Guarantor or Section 8.1(vi) any Restricted Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (A) the Issuers have paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (B) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.01 or (f) relating to the Company or Section 8.1(vi))any of its Restricted Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”"ACCELERATION NOTICE"), may declare all principalof the principal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyand the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement and the Company has guaranteed the repayment of principal and interest on the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five business days after receipt by the Company and the representative of the holders of the Indebtedness under the Credit Agreement of the Acceleration Notice, but only if such Event of Default is then continuing. If an Event of Default specified in Section 8.1(v6.01 or (f) relating to the Company or Section 8.1(vi) any Significant Restricted Subsidiary occurs, all principal (or the Change of Control Purchase Price, as applicable) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.01. Notwithstanding the previous sentence of this Section 6.02, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. In the event of a declaration of acceleration of the Securities because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(d), the declaration of acceleration of the Securities shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(d) (without any payment of any holders of any such Indebtedness) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all Events of Default, except nonpayment of principal or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(4) or Section 8.1(vi))(5) relating to the Company) occurs and is continuing, then then, in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyimmediately (plus, in the case of an Event of Default which is the result of an action of the Company intended to avoid paying a redemption premium on the Securities contained herein, an amount of premium that would have been applicable under the Securities). If an Event of Default specified in Section 8.1(v7.1(4) or Section 8.1(vi(5) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VII, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration Trustee under Section 8.7, and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12.7.12. SECTION 7.3

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company or any of its Restricted Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company or any Significant Restricted Subsidiary occurs, all principal (or the Change of Control Purchase Price, as applicable) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi))(f) relating to the Company or its Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount Value of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued 51 58 interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi(f) relating to the Company or its Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Notes shall be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount Value of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul waive, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all accrued but unpaid interest on all Notes, (2) the principal of (and premium, if any, applicable to) any Notes which would become due otherwise than by such rescission occurs before a judgment declaration of acceleration, and accrued but unpaid interest thereon at the rate borne by the Notes, (3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, (4) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that Notes which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of (x) 662/3% in aggregate Value of the Notes or (y) the affected Holder of each of the outstanding Notes, unless (x) 662/3% in aggregate Value of the Notes or (y) all such affected Holders, respectively, agree, in writing, to waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclauses (5) and (6), above, relating to either of the Issuers or Section 8.1(vi)any of their Significant Subsidiaries), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Sun International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of accelera- tion of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclauses (5) and (6) above relating to either of the Issuers or Section 8.1(vi) any of their Significant Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (and annul Liquidated Damages, if any) on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aand Liquidated Damages, if any) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each out- standing Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclauses (4) and (5), above, relating to the Issuers or Section 8.1(vi)any Material Subsidiary), then in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesNotes then outstanding, by notice in writing to the Company specifying the respective Event of Default Trust (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set 77 87 forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) any thereon to be due and payable immediately. If an Event of Default specified in Section 8.1(vclauses (4) and (5) above, relating to the Trust or Section 8.1(vi) any Material Subsidiary occurs, all principal and premium, if any, and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any, thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the principal intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to July 1, 2001 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the principal intention of avoiding the prohibition on redemption of the Notes prior to July 1, 2001, then the premium below (expressed as a percentage principal amount) for each of the years beginning on July 1, shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. Year Percentage ---- ---------- 1997 114.250% 1998 111.875% 1999 109.500% 2000 107.125% At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (and annul Liquidated Damages, if any) on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aand Liquidated Damages, if any) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than continuing, then within five Business Days after the Company becomes aware of such Event of Default the Company will provide written notice to the Trustee describing such Event of Default and the date on which it occurred. The Trustee will give notice of such Event of Default to the Holders of the Notes within 90 days after its receipt of written notice thereof from the Company. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi)), then in every such caseoccurs and is continuing, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified inof the Notes, or determined including in accordance with, the terms of that series) each case accrued interest thereon to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(e) or Section 8.1(vi(f) relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) with respect thereto will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or the Holders. (b) At any Holders. The time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (i) the Company has paid or deposited with the Trustee Cash sufficient to pay: (A) all overdue interest on all Notes; (B) the principal of (and annul premium, if any, applicable to) any acceleration Notes which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Notes; (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12 hereof, including, if applicable, any Event of Default relating to the covenants contained in Section 2(b) of the Notes. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1 (g) or Section 8.1(vi(h)), ) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth belowthe principal of, and accrued and unpaid interest on such series (oron, and accrued and unpaid Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion with respect to, all of the principal amount as may be specified in, or determined in accordance with, the terms of that series) outstanding Securities to be due and payable immediately, and upon such declaration all such amounts shall be and become immediately due and payable. If an Event of Default specified in Section 8.1(v6.1 (g) or Section 8.1(vi(h) occurs, all then the principal of, and accrued and unpaid interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration accrued and unpaid Liquidated Damages, if any, with respect to, all of the Maturity thereof, such amount as may be specified by the terms thereof) will outstanding Securities shall ipso facto become and be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any of the Holders. The At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any rescind, on behalf of all Holders, such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.7, (B) all interest on and Liquidated Damages, if any, with respect to the Securities which has become due otherwise than by such declaration of that series so long as acceleration and, to the fullest extent permitted by law, interest thereon at the rate of interest borne by the Securities, and (aC) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration, and, to the fullest extent permitted by law, interest thereon at the rate of interest borne by the Securities, and (2) such rescission occurs before a would not conflict with any judgment or decree is entered based on such acceleration and of a court of competent jurisdiction, and (b3) all existing Events of Default, other than the non-payment of the principal of, premiumand interest on and Liquidated Damages, if any, and interestwith respect to, if any, on all the Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend unless such Event of Default or other event has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. The Trustee shall provide to each Senior Debt Representative a copy of each Acceleration Notice that it sends, and of each Acceleration Notice and notice of rescission of a declaration of acceleration that it receives, under this Section 6.2, on the date that the Trustee sends any such notice, and as promptly as possible following the date that the Trustee receives any such notice.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vclauses (5) or Section 8.1(vi)and (6), above, relating to the Issuer or any of its Significant Subsidiaries,) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuer (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Xxxxxxx International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclauses (5) and (6) above relating to the Issuer or Section 8.1(vi) any of its Significant Subsidiaries occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) Securities will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuer and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (and annul Liquidated Damages, if any) on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aand Liquidated Damages, if any) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company) occurs and is continuing, then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orthereon and Liquidated Damages with respect thereto, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company occurs, all principal and principal, accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) Liquidated Damages with respect thereto will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on, and annul any acceleration and its consequences Liquidated Damages with respect to, all Securities, (B) the principal of (and premium, if any, applicable to) any Securities which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interest, if any, on all Liquidated Damages with respect to Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company or any of its Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orthereon and Liquidated Damages with respect thereto, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company or any Subsidiary occurs, all principal and principal, accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) Liquidated Damages with respect thereto will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for pay- ment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on, and annul any acceleration and its consequences Liquidated Damages with respect to, all Securities, (B) the principal of (and premium, if any, applicable to) any Securities which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities , (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interest, if any, on all Liquidated Damages with respect to Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (d) and (f) of Section 8.1(v6.1, relating to the Company only) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; PROVIDED, HOWEVER, that if any Senior Debt is outstanding pursuant to the Credit Agreement, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Senior Debt Representatives of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in clauses (d) and (f) of Section 8.1(v) or Section 8.1(vi) 6.1, relating to the Company only occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. The Trustee shall provide to each Senior Debt Representative a copy of each Acceleration Notice that it sends, and of each Acceleration Notice and notice of rescission of a declaration of acceleration that it receives, under this Section 6.2, on the date that the Trustee sends any such notice, and as promptly as possible following the date that the Trustee receives any such notice.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company or any of its Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified inthereon, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company or any Significant Subsidiary occurs, all of the principal of all outstanding Securities and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities and Liquidated Damages, if any thereof, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages, if any, at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest and interestLiquidated Damages, if any, on all Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi)), (6) relating to the Company or its Significant Subsidiaries) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesoutstanding, by a notice in 80 writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, of the principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the New Credit Facility upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the New Credit Facility. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(5) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within five days thereof and the Trustee has received written notice or such cure, wavier or rescission and no other Event of Default described in Section 6.1(5) above has occurred that has not been cured or waived within five days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(6) above, relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(viii) or Section 8.1(vi))(ix) above relating to the Company or any of its Significant Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”"ACCELERATION NOTICE"), may declare all principalof the principal of the Securities, determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately; PROVIDED that so long as at least $15 million of Senior Debt is outstanding under the Credit Agreement, no acceleration of the maturity of the Securities shall be effective until the earlier of (i) five days after notice of acceleration is received by the Representative under the Credit Agreement (unless such Event of Default is cured or waived prior thereto) and (ii) the date on which any Senior Debt under the Credit Agreement is accelerated. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(v) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within sixty days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(v) above has occurred that has not been cured or waived, or as to which the declaration has not been rescinded, within sixty days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(viii) or Section 8.1(vi(ix) above relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if anyrescind, on behalf of all Securities Holders, any such declaration of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12.acceleration if:

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in clauses (e) and (f) of Section 8.1(v5.1, relating to either or both of the Issuers) or Section 8.1(vi)), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately. If an Event of Default specified in clauses (e) and (f), of Section 8.1(v) 5.1, relating to either or Section 8.1(vi) both of the Issuers occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuers and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as if: (a) the Issuers have paid or deposited with the Trustee Cash sufficient to pay (i) all overdue interest on all Securities, (ii) the principal of (and premium applicable to) any Securities which would become due other than by reason of such rescission occurs before a judgment declaration of acceleration, and interest thereon at the rate borne by the Securities, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (iv) all sums paid or decree is entered based on such acceleration advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 6.7, and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.125.12, including, if applicable, any Event of Default relating to the covenants contained in Section 9.1. Notwithstanding the previous sentence of this Section 5.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi))6.1(h) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by such Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case accrued and accrued unpaid interest on such series (orthereon and all other Obligations thereunder, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(g) or Section 8.1(vi6.1(h) relating to the Company occurs, all principal principal, accrued and accrued unpaid interest on such series (or, in the case of any Security of that series which specifies an amount to be due thereon and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) all other Obligations thereunder will be become immediately due and payable on all Outstanding Securities of that series outstanding Notes without any other act, declaration or other act notice on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul annul, on behalf of all Holders, any such declaration of acceleration if: (1) Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Notes, (B) the principal of (and its consequences with respect premium, if any, applicable to) any Notes which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Notes, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, premium and interest on all Securities of that series Notes that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 4.21. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon. (b) In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to [ ], 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, premium shall be paid by the Company upon acceleration of the Notes, and in an amount, for each of the years beginning on [ ] of the years set forth below: YEAR PERCENTAGE ---- ---------- 2003................................................ [ ]% 2004................................................ [ ]% 2005................................................ [ ]% 2006................................................ [ ]% 2007................................................ [ ]%

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi)), (6) relating to the Company or its Significant Subsidiaries) then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesoutstanding, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by HoldersHold- ers) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, of the principal and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the New Credit Facility upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the third Business Day after the sending to the Company and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the New Credit Facility. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(5) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within five days thereof and the Trustee has received written notice or such cure, wavier or rescission and no other Event of Default described in Section 6.1(5) above has occurred that has not been cured or waived within five days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi(6) above, relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and any other amounts due the Securities of that series so long as Trustee under Section 7.7, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vSections 7.1(a)(4) or Section 8.1(vi(5))) occurs and is continuing relating to the Company, then any Guarantor or any of their Subsidiaries, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less then 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of, premium, if any, and accrued and unpaid interest on, the Securities, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) below to be due and payable immediately. If an Event of Default specified in Section 8.1(vSections 7.1(a)(4) or Section 8.1(vi(5) occurs, all principal of, premium, if any, and accrued and unpaid interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Securities shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or the Holders. (b) At any Holders. The time before or after such a declaration of acceleration is made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VII, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind waive, on behalf of all Holders, any Default or an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.12. Notwithstanding the previous sentence of this Section 7.2, no waiver shall be effective for any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected, unless all such affected Holders agree, in writing, to waive such Default or Event of Default. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or (6)) with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi))continuing, then then, and in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that series, by a notice in writing to the Company specifying and the respective Event of Default Guarantor (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities of that series, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately(i) immediately if no Designated Senior Debt is outstanding or (ii) if Designated Senior Debt is outstanding, upon the earlier of (a) 10 days after such Acceleration Notice is received by the Company or (b) the acceleration of such Designated Senior Debt. If an Event of Default specified in Section 8.1(v501(5) or Section 8.1(vi(6) with respect to Securities of any series at the time Outstanding occurs, all principal of, and accrued interest on such series (oron, in the case of any Security Securities of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration with respect to Security being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences if: (1) the Company has paid or deposited with respect the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series so long as (a) which would become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon at the rate borne by such Securities, (bC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by such Securities, (D) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of DefaultDefault with respect to Securities of that series, other than the non-payment of the principal of, premium, if any, and interest, if any, on all of Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12513, including, if applicable, any default in the covenants contained in Section 1501. 38 Notwithstanding the previous sentence of this Section 502, no rescission shall be effective for any acceleration with respect to Securities of any series resulting from an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series, unless all such affected Holders agree, in writing, to rescind such acceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Debentures shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Debentures, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Debentures (or the Repurchase Payment if the Event of Default includes failure to pay the Repurchase Payment), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(4) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(4) above has occurred that has not been cured or waived within 60 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Debentures without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration is made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Debentures, by written notice to the Company and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration of acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that Debentures which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Debenture affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(iv) or Section 8.1(vi)6.1(v) above relating to the Company or any of its Significant Subsidiaries), then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that seriesany) thereon to be due and payable immediately, provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the fifth Business Day after sending the Company and such Senior Debt representatives such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(vi) above with respect to any Senior Debt has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 10 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (vi) above has occurred that has not been cured or waived within 10 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(iv) or Section 8.1(vi6.1(v) above relating the Company or any of its Significant Subsidiaries occurs, all principal and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any) thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, then outstanding Notes by written notice to the Trustee, Trustee may rescind and annul any an acceleration and its consequences if the rescission would not conflict with respect to the Securities of that series so long as (a) such rescission occurs before a any judgment or decree is entered based on such acceleration and (b) if all existing Events of Default, other than the non-payment Default (except nonpayment of the principal of, premium, if any, and interestinterest or Liquid Damages, if any, on all Securities of that series that have has become due solely because of the acceleration, ) have been cured or waived as provided in Section 8.126.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or (6)) with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi))continuing, then then, and in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that series, by a notice in writing to the Company specifying and the respective Event of Default Guarantor (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities of that series, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately(i) immediately if no Designated Senior Debt is outstanding or (ii) if Designated Senior Debt is outstanding, upon the earlier of (a) 10 days after such Acceleration Notice is received by the Company or (b) the acceleration of such Designated Senior Debt. If an Event of Default specified in Section 8.1(v501(5) or Section 8.1(vi(6) with respect to Securities of any series at the time Outstanding occurs, all principal of, and accrued interest on such series (oron, in the case of any Security Securities of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The At any time after such a declaration of acceleration with respect to Securities of any series being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences if: (1) the Company has paid or deposited with respect the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series so long as (a) which would become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon at the rate borne by such Securities, (bC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by such Securities, (D) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of DefaultDefault with respect to Securities of that series, other than the non-payment of the principal of, premium, if any, and interest, if any, on all of Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.12513, including, if applicable, any default in the covenants contained in Section 1501. 38 Notwithstanding the previous sentence of this Section 502, no rescission shall be effective for any acceleration with respect to Securities of any series resulting from an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series, unless all such affected Holders agree, in writing, to rescind such acceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing with respect to a series of Securities (other than an Event of Default specified in Section 8.1(vclauses (5) and (6), above, relating to either of the Issuers or Section 8.1(vi)any of their Significant Subsidiaries), then in every such case, unless the principal of all of the Outstanding Securities of that such series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding such series of Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal and premium, if any, determined as set forth below, and accrued and unpaid interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided, however, that if any Senior Debt is outstanding pursuant to the Credit Agreement, such acceleration shall not be effective until the earlier of (x) the fifth Business Day after the giving to Sun International and the Representative of such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Credit Agreement. If an Event of Default specified in Section 8.1(vclauses (5) and (6) above relating to either of the Issuers or Section 8.1(vi) occursany of their Significant Subsidiaries occurs with respect to a series of Securities, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) Securities will be immediately due and payable on all Outstanding outstanding Securities of that such series without any declaration or other act on the part of Trustee or the Holders thereof. With respect to a series of Securities, at any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of any such series, by written notice to the Issuers and the Trustee, may rescind rescind, on behalf of all Holders of such series, any such declaration of acceleration if: (1) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of such series, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities of such series which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities of such series, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities of such series, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its consequences agents and counsel, and (2) all Events of Default with respect to the Securities such series of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of DefaultSecurities, other than the non-payment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, with respect to a series of Securities, no waiver shall be effective for any Event of Default with respect to such series of Securities, or event which with notice or lapse of time or both would be an Event of Default, with respect to such series of Securities, with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security of such series, unless all such affected Holders agree, in writing, to waive such Event of Default or other event with respect to such series of Securities. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(4) or Section 8.1(vi))(5) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified inof the Securities, or determined including in accordance witheach case accrued interest thereon, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be amounts due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) All overdue interest on all Securities, (B) the principal or Redemption Price of any Securities which would then be due otherwise than by such declaration of acceleration, and annul any acceleration and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and (2) all Events of Default, other than the non-payment of the principal or Redemption Price of, premiumand interest on, if any, and interest, if any, on all the Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Default or Event of Default. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(iv) or Section 8.1(vi)6.1(v) relating to the Company or any of its Significant Subsidiaries), then in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesNotes then outstanding, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that seriesany) thereon to be due and payable immediately. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(vi) with respect to any Senior Debt outstanding pursuant to the Credit Agreement has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of such Senior Debt 67 77 which is the subject of such default have rescinded their declaration of acceleration in respect of such Senior Debt within 10 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(vi) has occurred that has not been cured or waived within 10 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(iv) or Section 8.1(vi6.1(v) relating to the Company or any of its Significant Subsidiaries occurs, all principal and accrued interest on such series (orand Liquidated Damages, in the case of any Security of that series which specifies an amount to be due and payable if any) thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Trustee, may rescind and annul any acceleration and its consequences if the recission would not conflict with respect to the Securities of that series so long as (a) such rescission occurs before a any judgment or decree is entered based on such acceleration and (b) if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interestinterest or Liquidated Damages, if any, on all Securities of that series the Notes that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.126.12.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(vi) or Section 8.1(vi)6.1(vii) above relating to the Company or any Significant Subsidiary), then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principal, determined as set forth below, and accrued interest on such series (orand Liquidated Damages, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that seriesany) thereon to be due and payable immediatelyand the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the New Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the New Credit Facility or five business days after receipt by the Company and the representative of the holders of the Indebtedness under the New Credit Facility of the notice of such an acceleration, but only if such Event of Default is then continuing. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(viii) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(viii) above has occurred that has not been cured or waived within 30 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(vi) or Section 8.1(vi(vii) above relating to the Company or any Significant Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (A) all overdue interest and annul Liquidated Damages, if any, on all Securities, (B) the principal of (and premium, if any, applicable to) any acceleration Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to agents and counsel, and all other amounts due the Securities of that series so long as Trustee under Section 7.7 and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to (i) any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event and (ii) any provision requiring supermajority approval to amend, unless such default has been waived by such a supermajority. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(3) or Section 8.1(vi))(4) relating to the Company) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, of the terms of that series) Securities to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(3) or Section 8.1(vi(4) relating to the Company occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be amounts due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with respect the Trustee Cash sufficient to pay (A) the principal or Redemption Price of any Securities which would then be due otherwise than by such declaration of that series so long as acceleration, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bB) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all or Redemption Price of the Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Default or Event of Default with respect to any obligation, covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Default or Event of Default. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company) occurs and is continuing, then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case premium, if any, accrued interest and Liquidated Damages on such series (oror with respect thereto, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company occurs, all principal and principal, premium, if any, accrued interest and Liquidated Damages on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) or with respect thereto will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on, and annul any acceleration and its consequences overdue Liquidated Damages with respect to, all Securities, (B) the principal of (and premium, if any, applicable to) any Securities which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interest, if any, on all Liquidated Damages with respect to Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company) occurs and is continuing, then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, after five days' prior written notice to Ann B. Kerns (facsimile number 212-200-0000) xx The Chase Manhattan Bank ("Chase") as representative of the several lenders under the Company's revolving credit facility in effect on the date hereof until such time as Chase is not a lender with respect to such facility, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case premium, if any, accrued interest and Liquidated Damages on such series (oror with respect thereto, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company occurs, all principal and principal, premium, if any, accrued interest and Liquidated Damages on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) or with respect thereto will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on, and annul any acceleration and its consequences overdue Liquidated Damages with respect to, all Securities, (B) the principal of (and premium, if any, applicable to) any Securities which would then be due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest and Liquidated Damages at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, interest on and interest, if any, on all Liquidated Damages with respect to Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an any Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi))continuing, then in every such case, unless the principal of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding then outstanding Securities of that series, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “Acceleration Notice”), may declare all principal, determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Subsidiary, all outstanding Securities will become due and payable without further action or notice. Holders of the Securities may not enforce this Indenture or the Securities except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs prior to _____________, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Securities prior to __________, 2003 then the premium specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be this Indenture shall also become immediately due and payable on all Outstanding Securities of that series without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any HoldersSecurities. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, then outstanding by written notice to the TrusteeTrustee may, may rescind and annul on behalf of the Holders of all of the Securities, waive any acceleration existing Default or Event of Default (other than a Default or Event of Default relating to the release of any Subsidiary Guarantor from its obligations under this Indenture or its Subsidiary Guaranty which waiver shall require the Holders of at least 66/2//3% in principal amount of the Securities then outstanding) and its consequences with respect to under this Indenture except a continuing Default or Event of Default in the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interestor interest on, if anyor the principal of, on all Securities of that series that have become due solely because of the acceleration, have been cured or waived as provided in Section 8.12Securities.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi))(6) relating to the Company or any of its Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(5) or Section 8.1(vi(6) relating to the Company or any Significant Subsidiary occurs, all principal and principal, accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi)(7) with respect to the Company), then occurs and is continuing, then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less then 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying and the respective Event of Default Guarantors (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities, determined as set forth below, and together with accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v7.1(5), (6) or Section 8.1(vi(7) occursoccurs with respect to the Company, (i) all principal of, premium applicable to, and accrued interest on such series on, the Securities, and (orii) the Make-Whole Amount, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders; provided, however, that (A) the Primary Make-Whole Amount shall be subordinated in right of payment to all Senior Debt and shall rank pari passu with all Senior Subordinated Debt including, without limitation, all Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder and (B) the Secondary Make-Whole Amount shall be subordinate to all Senior Debt and all Senior Subordinated Debt including, without limitation, all Senior Subordinated Debt to which HET has succeeded to the rights of the lenders thereunder. The Primary Make-Whole Amount shall be subordinated to Senior Debt in accordance with the terms of Article XIII. The Secondary Make-Whole Amount shall be subordinated to all Senior Debt and all Senior Subordinated Debt on the terms provided in Article XIII (for this purpose, treating all Senior Subordinated Debt as if same were Senior Debt), except that no payments whatsoever may be made with respect to the Secondary Make-Whole Amount unless and until all Senior Debt and all Senior Subordinated Debt has been repaid in full in cash. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VII, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul any acceleration such declaration and its consequences and may waive, on behalf of all Holders, an Event of Default or an event which with respect notice or lapse of time or both would become an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (including Contingent Payments) on all Securities, (B) principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest (aincluding Contingent Payments) such rescission occurs before a judgment or decree is entered based on such acceleration and at the rate borne by the Securities, (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, on all Securities of that series that amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.12. Notwithstanding the previous sentence of this Section 7.2, no rescission, amendment or waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to rescind such acceleration or waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(8) or Section 8.1(vi))(9) with respect to the Company, then in every such case, unless the principal any Guarantor or any Subsidiary of the Outstanding Securities of that series shall have already become due Company) occurs and payableis continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding outstanding Securities of that seriesmay declare the Securities due and payable immediately at their principal amount together with accrued and unpaid interest, if any, to the date the Securities become due and payable by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”), may declare all principal, determined as set forth below, ") and accrued interest on upon any such series (or, if the Securities of that series are Original Issue Discount Securitiesdeclaration, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be and interest shall become due and payable immediatelypayable. If an Event of Default specified in Section 8.1(v6.1(8) or Section 8.1(vi(9) occursoccurs with respect to the Company or any Material Subsidiary of the Company and is continuing, then all principal the Securities shall become immediately due and accrued interest on such series (orpayable, in the case of any Security of that series which specifies an amount equal to be the principal amount of the Securities, together with accrued and unpaid interest, if any, to the date the Securities become due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Six provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesoutstanding, by written notice to the Company and the Trustee, may rescind such declaration if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee hereunder and annul any acceleration the reasonable compensation, expenses, disbursements and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences with respect agents and counsel. (B) all overdue interest on all Securities, (C) to the Securities extent that payment of that series so long as (a) such rescission occurs before a judgment or decree interest is entered based on such acceleration lawful, interest upon overdue interest at the rate borne by the Securities, and (b2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, on all of Securities of that series that have which has become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.13, including, if applicable, any default in the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective for any Event of Default or Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Securities, unless all such affected Holders agree, in writing, to waive such Event of Default or Default. No such waiver shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(7) or Section 8.1(vi)(8) relating to the Company or any of its Subsidiaries), then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalprincipal (and premium, if any) and accrued interest thereon of the Securities (or the Change of Control Payment if the Event of Default includes failure to pay the Change of Control Payment), determined as set forth below, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately; provided that in the event a declaration of acceleration (or a Default which, after the giving of notice, the lapse of time or both) resulting from an Event of Default described in Section 6.1(5) or (6) above has occurred and is continuing, such declaration of acceleration or such Default, as the case may be, shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days thereof (in the case of an Event of Default under Section 6.1(5) above) or 45 days thereof (in the case of an Event of Default under Section 6.1(6) above) and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(5) or (6) as applicable, has occurred that has not been cured or waived, or as to which the declaration has not been rescinded, within such specified number of days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Section 8.1(v6.1(7) or Section 8.1(vi) (8) relating to the Company or any Subsidiary occurs, all principal (and premium, if any) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay: (A) all overdue interest on all Securities, (B) the principal of, and annul any acceleration and its consequences premium, if any, payable with respect to any Securities which would become due other than by reason of such declaration of acceleration, and interest thereon at the Securities rate borne by the Securities, (C) to the extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rates set forth in the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and any other amounts due the Trustee under Section 7.7, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi))(7) relating to the Company) occurs and is continuing, then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case premium, if any, and accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v6.1(6) or Section 8.1(vi(7) relating to the Company occurs, all principal principal, premium, if any, and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would then be due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all the Securities of that series that have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.01(e) or Section 8.1(vi))(f) relating to the Company or any of its Restricted Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyand the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement and the Company has guaranteed the repayment of principal and interest on the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five business days after receipt by the Company and the representative of the holders of the Indebtedness under the Credit Agreement of the Acceleration Notice, but only if such Event of Default is then continuing. If an Event of Default specified in Section 8.1(v6.01(e) or Section 8.1(vi(f) relating to the Company or any Significant Restricted Subsidiary occurs, all principal (or the Change of Control Purchase Price, as applicable) and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to) any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.01. Notwithstanding the previous sentence of this Section 6.02, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. In the event of a declaration of acceleration of the Securities because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(d), the declaration of acceleration of the Securities shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(d) (without any payment of any holders of any such Indebtedness) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all Events of Default, except nonpayment of principal or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vSections 6.1(4) or Section 8.1(vi)and (5), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuer (and to the Trustee if given by the Holders) (an “"Acceleration Notice”"), may declare all principalprincipal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided that so long as the Senior Credit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than as specified in Sections 6.1(4) and (5) with respect to the Issuer, any Guarantor or any Significant Restricted Subsidiary), any such acceleration shall not be effective until the earlier to occur of (x) five Business Days following delivery of a written notice of such acceleration of the Securities to the agent under the Senior Credit Facility and (y) the acceleration of any Indebtedness under the Senior Credit Facility. If an Event of Default specified in Section 8.1(vSections 6.1(4) and (5) above relating to the Issuer, any Guarantor or Section 8.1(vi) any Restricted Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuer and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (A) the Issuer has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (B) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because of the by such acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v7.1(5) or Section 8.1(vi(6))) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Securities, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Securities (and premium, if applicable), determined as set forth below, and together with accrued interest on such series (orinterest, if the Securities of that series are Original Issue Discount Securitiesthereon, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v7.1(5) or Section 8.1(vi(6) occurs, all principal of, premium applicable to, and accrued interest on such series (oron, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will Securities shall be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of the Trustee or any the Holders. The Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of any series, by written notice are authorized to the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b) if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interestinterest on the Securities which have become due solely by such acceleration, have been cured or waived. At any time after such a declaration of acceleration being made and before any judgment or decree for payment of any money due being obtained by the Trustee as hereinafter provided in this Article VII, the Holders of a majority in aggregate principal amount of then outstanding Securities, by written notice to the Company and the Trustee, may waive, on behalf of all Holders, an Event of Default or an event which with notice or lapse of time or both would become an Event of Default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (other than in respect of the Amended Original Guaranty), (B) the principal of (and premium, if any, on applicable to) any Securities (other than in respect of the Amended Original Guaranty) which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities (other than in respect of the Amended Original Guaranty), (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities (other than in respect of the Amended Original Guaranty), (D) all Securities sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of that series that the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of amounts which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.127.13. Notwithstanding the previous sentence of this Section 7.2, no waiver shall be effective for any Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vSections 6.1(4) or Section 8.1(vi)and (5), then in every such case, unless the principal of all of the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding, by notice in writing to the Company specifying the respective Event of Default Issuer (and to the Trustee if given by the Holders) (an “"Acceleration Notice”"), may declare all principalprincipal of the Securities (or the Change of Control Purchase Price if the Event of Default includes failure to pay the Change of Control Purchase Price), determined as set forth below, and including in each case accrued interest on such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) thereon to be due and payable immediately; provided that so long as the Senior Credit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than as specified in Sections 6.1(4) and (5) with respect to the Issuer, any Guarantor or any Significant Restricted Subsidiary), any such acceleration shall not be effective until the earlier to occur of (x) five Business Days following delivery of a written notice of such acceleration of the Securities to the agent under the Senior Credit Facility and (y) the acceleration of any Indebtedness under the Senior Credit Facility. If an Event of Default specified in Section 8.1(vSections 6.1(4) and (5) above relating to the Issuer, any Guarantor or Section 8.1(vi) any Restricted Subsidiary occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding outstanding Securities of that series without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Securities, by written notice to the Issuer and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (A) the Issuer has paid or deposited with the Trustee cash sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and annul premium, if any, applicable to any acceleration Securities which would become due otherwise than by such declaration of acceleration, and its consequences with respect interest thereon at the rate borne by the Securities, (C) to the Securities extent that payment of that series so long as such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (bD) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (B) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest, if any, interest on all Securities of that series that which have become due solely because of the by such acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 10.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Security affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(v6.1(9) or Section 8.1(vi))(10) relating to the Company or any of its Significant Subsidiaries) occurs and is continuing, then then, and in every such case, unless the principal of all of the Outstanding Securities of that series Notes shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by a notice in writing to the Company specifying the respective Event of Default (and to the Trustee if given by Holders) (an “"Acceleration Notice”"), may declare all principalof the principal of the Notes, determined as set forth below, and including in each case accrued interest on such series (orthereon, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediately; PROVIDED that if any Designated Senior Debt is outstanding, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the day that is five Business Days after the provision to the Company and the Agent under the Senior Bank Facility and the holders of other Designated Senior Debt or their representative (in each case at the address for notices then most recently provided to the Trustee by such holders or such representative) of written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Debt under the Senior Bank Facility. If In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(6) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 45 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(6) above has occurred that has not been cured or waived, or as to which the declaration has not been rescinded, within 45 days of the declaration of such acceleration in respect of such Indebtedness. Notwithstanding the foregoing, if an Event of Default specified in Section 8.1(v6.1(9) or Section 8.1(vi(10) relating to the Company, any Subsidiary that would constitute a Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) or Astor Holding II occurs, all principal and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series outstanding Notes without any declaration or other act on the part of Trustee or the Holders. At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee or any Holders. The as hereinafter provided in this Article VI, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesthen outstanding Notes, by written notice to the Company and the Trustee, may rescind rescind, on behalf of all Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee Cash sufficient to pay (A) all overdue interest or Liquidated Damages on all Notes, (B) the principal of (and annul premium, if any, applicable to) any acceleration Notes which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, (D) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee and its consequences with respect to the Securities of that series so long as agents and counsel, and (a) such rescission occurs before a judgment or decree is entered based on such acceleration and (b2) all existing Events of Default, other than the non-payment of the principal of, or premium, if any, and interest, if any, or interest or Liquidated Damages on all Securities of that series that Notes which have become due solely because by such declaration of the acceleration, have been cured or waived as provided in Section 8.126.12, including, if applicable, any Event of Default relating to the covenants contained in Section 11.1. Notwithstanding the previous sentence of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities (other than as specified in clauses (f) and (g) of any series at the time Outstanding Section 7.1) occurs and is continuing (other than an Event of Default specified in Section 8.1(v) or Section 8.1(vi))continuing, then in every such case, unless the principal of all the Outstanding Securities of that series shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate of the principal amount of the Outstanding Securities of that seriesthen outstanding, by written notice in writing to the Company specifying the respective Event of Default Issuers (and to the Trustee if such notice is given by such Holders) (an “"Acceleration Notice”"), may may, and the Trustee at the request of such Holders shall, declare all principalunpaid principal of, determined as set forth belowpremium, if any, and accrued interest on such series (orand Liquidated Damages, if the any) on all Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in, or determined in accordance with, the terms of that series) to be due and payable immediatelyand thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Securities by appropriate judicial proceeding. If an Event of Default specified in Section 8.1(vclause (f) or Section 8.1(vi(g) occursoccurs and is continuing, then the principal of all principal Securities shall ipso facto become and accrued interest on such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof) will be immediately due and payable on all Outstanding Securities of that series without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any seriesoutstanding, by written notice to the Issuers and the Trustee, may rescind and annul any acceleration and its consequences with respect to the Securities of that series so long as such declaration if: (a) the Issuers have paid or deposited with the Trustee a sum sufficient to pay: (i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest and Liquidated Damages, if any, on all Securities, (iii) the principal of and premium, if any, on any Securities which have become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon at the rate borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (b) all existing Events of Default, other than the non-payment of principal of the principal of, premium, if any, and interest, if any, on all Securities of that series that which have become due solely because by such declaration of the acceleration, have been cured or waived as provided waived. Notwithstanding the previous sentence of this Section 7.2, no annulment of a declaration of acceleration shall be effective for any Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of greater than a simple majority of the outstanding principal amount of the Securities, unless such specified percentage of affected Holders agree, in Section 8.12writing, to annul such declaration of acceleration. No such annulment shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration of Maturity Date; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing (other than an Event of Default specified in Section 8.1(vany of Sections 6.01 (d) or Section 8.1(vi))(e) hereof occurs with respect to Notes of a series, the principal of and all accrued and unpaid interest and any other amounts payable on such Notes shall automatically be and become due and payable immediately, without any declaration or other act whatsoever on the part of the Company, the Indenture Trustee or any Holder. If any Event of Default other than those specified in Sections 6.01 (d) or (e) hereof occurs with respect to Notes of a series, and is continuing, then in every such case, unless case the principal of the Outstanding Securities of that series shall have already become due and payable, either the Indenture Trustee or the Holders of at least more than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities Notes of that such series, by a notice in writing to the Company specifying the respective Event of Default (and to the Indenture Trustee if given by Holders) (an “Acceleration Notice”the Holders of such Notes), may (but are not required to) declare all principal, determined as set forth below, and accrued interest on such series the sum of (or, if the Securities of that series are Original Issue Discount Securities, such portion of A) the principal amount as may of all such Outstanding Notes and (B) any other amounts, including accrued and unpaid interest, payable to the Holders of such Notes to the extent such amounts are permitted by law to be specified inpaid, or determined in accordance with, the terms of that series) to be due and payable immediately. If an Event of Default specified in Section 8.1(v) or Section 8.1(vi) occurs, all principal and accrued interest on upon any such series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, declaration such amount as may be specified by the terms thereof) will be immediately shall become due and payable on all Outstanding Securities the date the written declaration is received by the Company; provided, however, that with respect to any Note issued with original issue discount (other than indexed Notes) the amount of that series without any principal due and payable for such Note will be the amount determined as set forth in the applicable Pricing Supplement or, if not so set forth, by multiplying (I) the then outstanding aggregate principal amount of such Note by (II) the sum of (A) the original issue price of the Note (expressed as a percentage of the then outstanding aggregate principal amount of such Note) plus (B) the original issue discount (expressed as a percentage) amortized from the original issue date of such Note to the date of declaration or other act of acceleration of maturity of such Note (calculated using the interest method in accordance with generally accepted accounting principles in effect on the part date of determination). At any time after such a declaration of acceleration of maturity of the Notes of a series has been made pursuant to the second sentence of this Section and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee or any Holders. The as hereinafter provided in this Article, the Holders of a majority in Notes representing at least sixty-six and two-thirds percent (66 2/3%) of the aggregate principal amount of the Outstanding Securities Notes of any that series, by written notice to the Company and the Indenture Trustee, may rescind and annul any acceleration such declaration and its consequences if: (a) the Company has paid or deposited with respect the Indenture Trustee a sum sufficient to pay: (i) all overdue installments of interest on the Securities Notes of that series, (ii) the principal and premium, if any, of the Notes of that series so long as (a) which have become due otherwise than by such rescission occurs before a judgment or decree is entered based on such declaration of acceleration and interest thereon with respect thereto at the rate borne by such Notes, and (iii) all sums paid or advanced by the Indenture Trustee hereunder; and (b) all existing Events of Default, other than the non-payment nonpayment of the principal of, premium, if any, and interest, if any, of or interest on all Securities the Notes of that series that which have become due solely because as a result of the such acceleration, have been cured or waived as provided in Section 8.126.13. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereon.