Common use of Acceleration of Maturity; Rescission Clause in Contracts

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Xxxxxxx Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes of a series then outstanding occurs and is continuing, then and in each and every such case (other than Events of Default specified in clause Section 5.01(g), (6h) or (7i) with respect to the Company or any Guarantor), unless the principal of all the Notes of such series shall have already become due and payable, the Holders of not less than 25% in aggregate principal amount of the Notes of such affected series then outstanding, by notice in writing to the Company, each Guarantor and the Trustee, may declare the entire principal amount of all Notes of such series and interest accrued and unpaid thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, without any further declaration or other act on the part of any Holder. If the Events of Default specified in Section 6.01 occurs 5.01(g), (h) or (i) occur with respect to the Company or any Guarantor and is are continuing with respect to the Companya series of Notes, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal amount of and any accrued and unpaid interest on all of the Notes of such series issued pursuant to this Indenture shall become immediately become due and payable payable, without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The registered Holders of a majority in aggregate principal amount of the Notes, on behalf then outstanding Notes of all Holders of Notes, such series may rescind and cancel annul such declaration acceleration and its consequences (ai) if the rescission would not conflict with any judgment or decree, decree and (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest principal, that has become due solely because of the acceleration, (c) by written notice to the extent Company, each Guarantor and the payment of such interest is lawfulTrustee. However, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. No no such rescission will and annulment shall extend to or shall affect any subsequent Default or impair shall impart any right consequent theretothereon. Subject to Section 6.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of Notes of any series, unless such Holders have offered to the Trustee security or indemnity satisfactory to it. Subject to Section 6.06, the Holders of a majority in aggregate principal amount of any series of Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power the Trustee holds with respect to the Notes of such series. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Notes shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Notes.”

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective its Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ ' Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an any Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding under this Indenture occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding, may declare the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes to be due and payable by notice in writing to the Company Issuer and the Trustee, may declare in the case of notice by Holders, specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable. Notwithstanding the foregoing, if not already due and payablein the case of an Event of Default arising under Section 6.01(7) with respect to the Issuer, the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes shall become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any claims by operation of law)), the amount that shall then be due and payable in respect of the Notes shall equal the amount which would be due on an optional redemption of the Notes, in each case, determined as of the date of such acceleration, as if the Notes had been optionally redeemed as of the date of such acceleration (i.e., principal plus the Make-Whole Premium if prior to January 31, 2025, and thereafter principal at the redemption price specified under paragraph 5 of the Notes as of such date) and, in each case, accrued and unpaid interest on all to, but excluding, the date of redemption of such Notes (or payment in the case of a bankruptcy or insolvency event). The amount in excess of par represented by such redemption price, the “Redemption Premium” and, together with any Make-Whole Premium, the “premium”. Without limiting the generality of the Notes; foregoing, it is understood and upon agreed that if the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any such declaration all such amounts upon such Notes claims by operation of law)), the Make-Whole Premium or the Redemption Premium, as applicable, shall become and also be immediately due and payable, anything in this Indenture or in payable as though the Notes to had been optionally redeemed on the contrary notwithstanding. At any time after a declaration date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as described in to a reasonable calculation of each Holder’s lost profits as a result thereof. If the preceding paragraphMake-Whole Premium or the Redemption Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Holders of a majority in Notes and interest shall accrue on the full principal amount of the NotesNotes (including the Make-Whole Premium or the Redemption Premium, on behalf of all Holders of Notesas applicable) from and after the applicable triggering event, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict including in connection with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default specified in Section 6.01(7). Any premium payable pursuant to this paragraph and the immediately preceding paragraph shall be presumed to be equal to the liquidated damages sustained by each Holder as the result of the type early acceleration or redemption of the Notes and the Issuer and each Guarantor agrees that it is a reasonable estimate under the circumstances currently existing of such Xxxxxx’s actual damages. The premium shall also be payable in the event the Notes and/or this Indenture are satisfied, released or discharged through foreclosure, whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means and/or upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement or compromise of the Notes in any insolvency or liquidation proceeding. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agrees (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time of any acceleration or such payment is made; (C) there has been a course of conduct between the Holders, on the one hand, and the Issuer and the Guarantors, on the other hand, giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and each Guarantor expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. In the event of any Event of Default specified in clause (6) or (7) of Section 6.016.01(5), the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured and all consequences thereof (excluding any resulting Payment Default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or waived. No the Holders, if within 30 days after such rescission will affect any subsequent Event of Default or impair any right consequent thereto.”arose:

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(8) or (9)) with respect to the Securities of a series then Outstanding occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Outstanding Securities of such series, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) and accrued interest on all the Outstanding Securities of such series to be due and payable, as specified below. Upon a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be), such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any the amounts described above with respect to the Outstanding Securities of their respective Significant Subsidiaries that is a Guarantor, then the principal of all series shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company’s obligations under the Securities of such series and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the Notes, on behalf Outstanding Securities of any series (or of all Holders of Notesseries, as the case may be), by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences with respect to any such series if (ai) all existing Events of Default, other than the non-payment of principal of (or premium, if any) or interest on the Outstanding Securities of such series (or of all series, as the case may be) which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver Securities of any series because an Event of Default specified in Section 501(5) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities of such series, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0, Xxxxx 00, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxx Jiang, Facsimile No.: (000) 000-0000 and E-mail Address: xxxx.xxxxx@xxxxx.xxx, with a copy to JPMorgan Chase Bank, N.A., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Facsimile No.: (000) 000-0000 and E-mail Address: xxxx.xxxxxxxxx@xxxxxxxx.xxx; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesInitial Securities and the Exchange Securities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 000 Xxxxxx Xxxxxx, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause (6Section 6.01(5) or (76.01(6)) shall have occurred and be continuing, the Trustee or the registered Holders of Section 6.01 occurs not less than 25% in aggregate principal amount of the Securities of such series then outstanding may declare to be immediately due and is continuing payable the principal amount of all Securities of such series then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(5) and 6.01(6) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes such Securities shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon such Securities. After any such declaration all such amounts upon such Notes shall become and be immediately due and payableacceleration, anything in this Indenture but before a judgment or in decree based on acceleration is obtained by the Notes to the contrary notwithstanding. At Trustee or any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphother Person, the Holders of a majority in aggregate principal amount of the Notes, on behalf such series of all Holders of Notes, Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(5) or (7) of Section 6.016), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Senior Notes (other than an Event of Default specified in clause (6Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or (7the registered Holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding may declare to be immediately due and payable the principal amount of all the Senior Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) of Section 6.01 occurs and is continuing 6.01(7) shall occur, such amount with respect to all the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Senior Notes shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, Senior Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Notes. No Holder of Senior Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default described in clauses (vi) and (vii) of Section 4.01) with respect to the Notes shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding by written notice to the Issuer and the Guarantor (and to the Trustee if the notice is given by such Holders) may declare the unpaid principal amount of the Notes and any accrued and unpaid interest thereon (and any Additional Amounts payable in respect thereof) to be due and payable immediately upon receipt of such notice. Notwithstanding the foregoing, in the event of an Event of Default specified in clause clauses (6vi) or and (7vii) of Section 6.01 occurs and is continuing with respect to 4.01, the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any unpaid principal amount of their respective Significant Subsidiaries that is a Guarantor, all the Notes then the principal of Outstanding and any accrued and unpaid interest on all of the Notes shall immediately become due thereon will automatically, and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder of Notes, become immediately due and payable. If any other Events After a declaration of Default with respect to any Notes at acceleration but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a Majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice in writing to the Company Issuer, the Guarantor and the Trustee, may declare due rescind and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any annul such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration if (i) the Issuer or the Guarantor has paid or deposited with respect the Trustee a sum sufficient to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences pay (a) if all sums paid or advanced by the rescission would not conflict with Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any judgment or decreeother amounts due the Trustee under Section 5.06, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or overdue interest that has become due solely because of the accelerationon all Notes, (c) the principal of any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (d) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Notes; and (ii) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 4.11 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.01(6) or (7and 6.01(7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaicthe Parents, Mosaic FertilizerXxxxx XX or a Significant Subsidiary) shall have occurred and be continuing, LLC, Mosaic Crop Nutrition, LLC the Trustee or any the registered Holders of their respective Significant Subsidiaries that is a Guarantor, then the not less than 25% in aggregate principal of and any accrued and unpaid interest on all amount of the Notes shall then outstanding may declare to be immediately become due and payable the principal amount of all the Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) and 6.01(7) with respect to the Company, the Parents, Xxxxx XX or a Significant Subsidiary shall occur, such amount with respect to all the Notes shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the registered Holders of not less than 25% of the a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company, a Guarantor or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No Holder of Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Senior Subordinated Notes (other than an Event of Default specified in clause (6Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or (7the registered Holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding may declare to be immediately due and payable the principal amount of all the Senior Subordinated Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) of Section 6.01 occurs and is continuing 6.01(7) shall occur, such amount with respect to all the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Senior Subordinated Notes shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Senior Subordinated Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, Senior Subordinated Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause either Section 6.01 (6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Senior Subordinated Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Subordinated Notes shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Subordinated Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Subordinated Notes that became due solely because of the acceleration of the Senior Subordinated Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Subordinated Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Subordinated Notes. No Holder of Senior Subordinated Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (67) or (7) 8) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantoreither Issuer, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such the Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in at least 66⅔% of the aggregate principal amount of the outstanding Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (67) or (7) 8) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 4.01(f) or (7Section 4.01(g) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% of the principal amount of the Outstanding Senior Notes, by written notice to the CompanyIssuer (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCdeclare all unpaid principal of, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any premium and accrued interest on, all the Senior Notes (and unpaid interest on all any Additional Amounts payable in respect thereof) to be due and payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 4.01(f) ------- or Section 4.01(g), the Notes amounts described above shall by such fact itself become ------- and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Senior Notes, by written notice in writing to the Company Issuer and the Trustee, may declare due annul such declaration if (a) the Issuer or Bermuda Holdings has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and payablethe reasonable compensation, if not already due expenses, disbursements and payableadvances of the Trustee, its agents and counsel, (2) all overdue interest on all Senior Notes, (3) the principal of and premium, if any, on any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Senior Notes shall which have become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a otherwise than by such declaration of acceleration with respect to and interest thereon at the Notes as described in rate borne by the preceding paragraph, the Holders of a majority in principal amount of the Senior Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c4) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Senior Notes; and (b) all Events of interest and overdue principalDefault, other than the non- payment of principal of the Senior Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 4.13 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived---- cured. No such rescission will recision shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesInitial Securities and the Exchange Securities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment Default, other than the non-payment of principal of or interest that has on the Securities which have become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”waived and

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesInitial Securities and the Exchange Securities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided 59 51 for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 909 Xxxxxx Xxxxxx, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 909 Fannin Street, Suite 1700, Houston, Texas 77010, Attention: Managex, Xxxxxxxxxxxx xxx Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause Sections 6.01(4) and 6.01(5)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Securities of such series then outstanding may declare to be immediately due and payable the principal amount (6) or (7or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of Section 6.01 occurs all such Securities then outstanding by written notice to the Company and is continuing the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes such Securities shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of such Securities. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, such Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(4) or (7) of Section 6.015), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee indemnity satisfactory to the Trustee. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause (6Section 6.01(3) or (7) of Section 6.01 occurs and is continuing with respect to Section 4.09 or an Event of Default specified in Sections 6.01(4) or 6.01(5)) shall have occurred and be continuing, the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Trustee or any the registered Holders of their respective Significant Subsidiaries that is a Guarantor, then the not less than 25% in aggregate principal of and any accrued and unpaid interest on all amount of the Notes shall Securities of such series then outstanding may declare to be immediately become due and payable the principal amount of all such Securities then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to all such Securities shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of such Securities. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, such Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(4) or (7) of Section 6.015), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in 6.01(7) occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable. If an Event of Default specified in clause (66.01(7) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries that is a Subsidiary Guarantor, then the principal of and any premium, if any, and accrued and unpaid interest interest, if any, on all of the Notes then outstanding shall become and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events an Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, the Trustee may in its discretion proceed to protect and in each enforce its rights and every such case, either the Trustee, by notice in writing to the Company, or rights of the Holders of not less than 25% of by such appropriate judicial proceedings as the principal amount of the Notes then outstanding, by notice in writing Trustee shall deem most effectual to the Company protect and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon enforce any such declaration all such amounts upon such Notes shall become and be immediately due and payablerights, anything whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the Notes exercise of any power granted herein, or to the contrary notwithstandingenforce any other proper remedy. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the outstanding Notes, on behalf of all Holders of Notesby written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”if:

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.01(6) or (7and 6.01(7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaicthe Parents, Mosaic FertilizerMoore NA or a Significant Subsidiary) shall have occurred and be contixxxxx, LLC, Mosaic Crop Nutrition, LLC xhe Trustee or any the registered Holders of their respective Significant Subsidiaries that is a Guarantor, then the not less than 25% in aggregate principal of and any accrued and unpaid interest on all amount of the Notes shall then outstanding may declare to be immediately become due and payable the principal amount of all the Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) and 6.01(7) with respect to the Company, the Parents, Moore NA or a Significant Subsidiary shall occur, such amount with resxxxx xx all the Notes shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the registered Holders of not less than 25% of the a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company, a Guarantor or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No Holder of Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.1(a)(6) or (76.1(a)(7)) shall have occurred and be continuing, the Trustee or the registered Holders of Section 6.01 occurs not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and is continuing payable the principal amount of all such Notes then outstanding by written notice to the Issuer and the Trustee, plus accrued but unpaid interest to the date of acceleration, and the same shall become automatically due and payable. In case an Event of Default specified in Sections 6.1(a)(6) and 6.1(a)(7) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the such Notes shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstandingsuch Notes. After any such acceleration, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payablebut before a judgment or decree based on acceleration is obtained or entered into as hereinafter provided, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, such Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured cured, or waived pursuant to Section 6.4 except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) if, to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.7 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.1(a)(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of ------------------------------------ Default (other than an Event of Default specified in clause (6Section 4.1(f) or (7Section 4.1(g) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% of the principal amount of the Outstanding Senior Notes, by written notice to the CompanyIssuer (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCdeclare all unpaid principal of, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any premium and accrued interest on, all the Senior Notes (and unpaid interest on all any Additional Amounts payable in respect thereof) to be due and payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 4.1(f) or Section 4.1(g), the Notes amounts described above shall by such fact itself become and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Senior Notes, by written notice in writing to the Company Issuer and the Trustee, may declare due annul such declaration if (a) the Issuer or Bermuda Holdings has paid or deposited with the Trustee a sum - sufficient to pay (1) all - sums paid or advanced by the Trustee under this Indenture and payablethe reasonable compensation, if not already due expenses, disbursements and payableadvances of the Trustee, its agents and counsel, (2) all overdue interest on all Senior Notes, (3) the principal of - - and premium, if any, on any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Senior Notes shall which have become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if acceleration and interest thereon at the Company has paid rate borne by the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesSenior Notes, and (e4) in to the event extent that payment of such interest is - lawful, interest upon overdue interest at the rate borne by the Senior Notes; and (b) all Events of Default, other than the non-payment of principal of the cure - Senior Notes which have become due solely by such declaration of acceleration, have been waived as provided in Section 4.13 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will recision shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company’s obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 000 Xxxxxx Xxxxxx, Suite 1700, Houston, Texas 77010, Attention: Manager, Syndications and Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on all the outstanding Notes to be due and payable immediately. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing 6.1 with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries Guarantor that is a GuarantorSignificant Subsidiary occurs under this Indenture, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.016.1, the Trustee has received an Officers’ ' Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(g) or (h)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(g) or (7h) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company’s obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., Loan and Agency Services Group 0000 Xxxxxx, 10th Floor, Houston, Texas 77002, Attention: Yi-Xxxx Xxx, Facsimile No.: (000) 000-0000 and e-mail Address: xx-xxxx.xxx@xxxxxxxx.xxx, with a copy to JPMorgan Chase Bank, N.A., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Facsimile No.: (000) 000-0000 and E-mail Address: xxxx.xxxxxxxxx@xxxxxxxx.xxx; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all the outstanding Notes to be due and payable immediately. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries Guarantor that is a GuarantorSignificant Subsidiary occurs under this Indenture, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the such Notes, on behalf of all Holders of such Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to such Notes have been cured or waived except nonpayment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of Section 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of accelerated principal, premium, if any, and interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default described in clauses (f) and (g) of Section 4.01) with respect to the Notes shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding by written notice to the Issuer and the Guarantor (and to the Trustee if the notice is given by such Holders) may declare the unpaid principal amount of the Notes and any accrued and unpaid interest thereon (and any Additional Amounts payable in respect thereof) to be due and payable immediately upon receipt of such notice. Notwithstanding the foregoing, in the event of an Event of Default specified in clause clauses (6f) or and (7g) of Section 6.01 occurs and is continuing with respect to 4.01, the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any unpaid principal amount of their respective Significant Subsidiaries that is a Guarantor, all the Notes then the principal of Outstanding and any accrued and unpaid interest on all of the Notes shall immediately become due thereon will automatically, and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder of Notes, become immediately due and payable. If any other Events After a declaration of Default with respect to any Notes at acceleration but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a Majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice in writing to the Company Issuer, the Guarantor and the Trustee, may declare rescind and annul such declaration of acceleration if (a) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) ail 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 and any other amounts due and payablethe Trustee under Section 5,06, if not already due and payable(ii) all overdue interest on all Notes, (iii) the principal of and any accrued and unpaid interest on all of the Notes; and upon any Notes which have become due otherwise than by such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to and interest thereon at the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of rate borne by the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (civ) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 4.11 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an any Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such caseunder this Indenture, either the Trustee, by notice in writing to the Company, Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding, may declare all Notes to be due and payable by notice in writing to the Company Issuer and the Trustee, may declare due in the case of notice by Holders, specifying the respective Event of Default and payable, if not already due that it is a “notice of acceleration” and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes same shall become and be immediately due and payable; provided, anything however, that, notwithstanding the foregoing, if an Event of Default specified in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration Section 6.01(7) occurs with respect to the Parent Guarantor, all outstanding Notes as described in shall be- come due and payable without further action or notice. Notwithstanding the preceding paragraphforegoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, outstanding Notes may rescind and cancel annul such declaration and its consequences acceleration if: (a1) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except Default, other than nonpayment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived; (c2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (d3) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed xxxx- bursed the Trustee for its expenses, disbursements disbursements, indemnities and advances, ; and (e4) in the event of the cure or waiver of an Event of Default of the type described de- scribed in clause (6) or (7) of Section 6.016.01(7), the Trustee has shall have received an Officers’ Officer’s Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent con- sequent thereto. SECTION 6.03.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (7) or (8) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare then Accreted Value of (and premium, if any) and accrued and unpaid interest, if any, to the date of acceleration on all the outstanding Notes to be due and payable immediately and, upon any such declaration, such Accreted Value of (and premium, if any) and accrued and unpaid interest, if any, notwithstanding anything contained in this Indenture or the Notes to the contrary will become immediately due and payable. If an Event or Default specified in clause (67) or (7) 8) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, the then the principal of Accreted Value (and any premium and accrued and unpaid interest on all interest, if any) of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (67) or (7) 8) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all the outstanding Notes to be due and payable (a) if there shall no longer be any Senior Credit Agreement, immediately or (b) if there shall be a Senior Credit Agreement, upon the first to occur of (i) the declaration of an acceleration of Indebtedness outstanding under any of the Senior Credit Agreement and (ii) the fifth Business Day after receipt by the Company and the agents or trustees acting on behalf of any Senior Credit Agreement of such declaration given under the Indenture and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in the Indenture or the Notes to the contrary will become immediately due and payable. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Securities then Outstanding, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable upon the first to occur of an acceleration under the Bank Credit Agreement or 10 days after receipt by the Company and the agents, if any, under the Bank Credit Agreement of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or ---- ----- other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesby written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) all existing Events of Default, other than the non-payment of principal of, premium, if any, or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 000 Xxxxxx Xxxxxx, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Section 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount at maturity of the Notes then outstanding may declare to be immediately due and payable the Accreted Value of all the Notes then outstanding by written notice to the Issuer and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Section 6.01(6) or (76.01(7) of Section 6.01 occurs and is continuing shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount at maturity of the Notes, on behalf of all Holders of Notes, Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal Accreted Value, premium or interest interest, if any, that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest Accreted Value and overdue principalpremium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause either Section 6.01 (6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or Accreted Value, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) or (76.01(7) of Section 6.01 occurs and is continuing shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the registered Holders of not less than 25% of the a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause either Section 6.01 (6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) with respect to the Company or any Principal Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25 % of the principal amount of the Notes then Outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal shall become due and payable immediately. If an Event of Default specified in clause (6Section 6.01(e) or (76.01(f) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries that Principal Subsidiary occurs and is a Guarantorcontinuing, then the principal of amounts described above shall by such fact itself become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding, by written notice in writing to the Company and the Trustee, may declare due annul such declaration if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under this Indenture and payablethe reasonable compensation, if not already due expenses, disbursements and payableadvances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any accrued and unpaid interest on all of the Notes; and upon any Notes which have become due otherwise than by such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to and interest thereon at the rate borne by the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (civ) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Notes which has have become due otherwise than solely by such the declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 6.04 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause Sections 6.01(4) and 6.01(5)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Securities of such series then outstanding may declare to be immediately due and payable the principal amount (6) or (7or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of Section 6.01 occurs all such Securities then outstanding by written notice to the Company and is continuing the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes such Securities shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of such Securities. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, such Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawfulpermitted under applicable law, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(4) or (7) of Section 6.015), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel such other documentation as the Trustee may request, to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee indemnity satisfactory to the Trustee. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 501(8) or (79)) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any Securities of their respective Significant Subsidiaries that is a Guarantor, series then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding Outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, Trustee or the Holders of not less than at least 25% of the principal amount of the Notes then outstandingOutstanding Securities of such series, voting together as a single class, by written notice in writing to the Company and the Trusteeagents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may declare be specified in the terms of that series) and accrued interest on all the Outstanding Securities of such series to be due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingas specified below. At any time after Upon a declaration of acceleration with respect to Securities of any series (or of all series, as the Notes as described in the preceding paragraphcase may be), the such principal and accrued interest shall be due and payable The Holders of at least a majority in principal amount of the Notes, on behalf Outstanding Securities of any series (or of all Holders of Notesseries, as the case may be), by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences with respect to any such series if (ai) all existing Events of Default, other than the non-payment of principal of (or premium, if any) or interest on the Outstanding Securities of such series (or of all series, as the case may be) and any related coupons which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver Securities of any series because an Event of Default specified in Section 501(5) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities of such series, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., Loan and Agency Services Group 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Xxxxxx Xxxxx, Facsimile No.: (000) 000-0000 and E-mail Address: xxxxxx.x.xxxxx@xxxxxxxx.xxx, with a copy to JPMorgan Chase Bank, N.A., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxx, Facsimile No.: (000) 000-0000 and E-mail Address: xxxx.xxxxxxxxx@xxxxxxxx.xxx; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(g) or (7) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company’s obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to Citibank, N.A., 0000 Xxxxx Xxxx, OPS III, New Castle, DE 19720, Attention of: Citibank Loans Agency; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 6.01 hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee, may declare the unpaid principal amount of and any accrued interest on all the Notes to be due and payable immediately. Upon such declaration the principal and interest shall be due and payable immediately (together with the premium referred to in Section 6.01 hereof, if applicable). Notwithstanding the foregoing, if an Event of Default specified in clause (67) or (7) 8) of Section 6.01 occurs and is continuing with respect hereof relating to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC any Subsidiary that would constitute a Significant Subsidiary or any group of their respective Subsidiaries that, taken together, would constitute a Significant Subsidiaries that is a GuarantorSubsidiary occurs, then the principal of such an amount shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, then outstanding Notes by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) decree and if all existing Events of Default with respect to Notes have been cured or waived (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived. Notwithstanding the foregoing, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described specified in clause (6) or (75) of Section 6.016.01 hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Trustee has received an Officers’ Certificate and an opinion Indebtedness that is the subject of counsel that such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided, in each case, that such repayment, waiver, cure or waived. No rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration), and written notice of such repayment, or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 20 days after any such acceleration in respect of the Notes, and so long as such rescission will affect of any subsequent Default such acceleration of the Notes does not conflict with any judgment or impair any right consequent theretodecree as certified to the Trustee by the Company.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 4.1(e) or (7Section 4.1(f) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% of the principal amount of the Outstanding Senior Notes, by written notice to the CompanyIssuer (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCdeclare all unpaid principal of, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any premium and accrued interest on, all the Senior Notes to be due and unpaid interest on all payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 4.1(e) or Section 4.1(f), the Notes amounts described above shall by such fact itself become and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Senior Notes, by written notice in writing to the Company Issuer and the Trustee, may declare annul such declaration if (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (1) 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 and any other amounts due and payableto the Trustee under Section 5.6 (2) all overdue interest on all Senior Notes, if not already due and payable, (3) the principal of and premium, if any, on any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Senior Notes shall which have become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a otherwise than by such declaration of acceleration with respect to and interest thereon at the Notes as described in rate borne by the preceding paragraph, the Holders of a majority in principal amount of the Senior Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c4) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Senior Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Senior Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 4.13 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all the outstanding Notes to be due and payable (a) if there shall no longer be any Senior Credit Agreement, immediately or (b) if there shall be a Senior Credit Agreement, upon the first to occur of (i) the declaration of an acceleration of Indebtedness outstanding under any of the Senior Credit Agreement and (ii) the fifth Business Day after receipt by the Company and the agents or trustees acting on behalf of any Senior Credit Agreement of such declaration given under this Indenture and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Notes to the contrary will become immediately due and payable. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 4.1(f) or (7Section 4.1(g)) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Senior Notes, by written notice to the CompanyIssuer (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCdeclare all unpaid principal of, Mosaic Crop Nutritionpremium and Additional Interest, LLC if any, and accrued interest on, all the Senior Notes to be due and payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 4.1(f) or any of their respective Significant Subsidiaries that is a Guarantor4.1(g), then the principal of amounts described above shall by such fact itself become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Senior Notes, by written notice in writing to the Company Issuer and the Trustee, may declare due annul such declaration if (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and payablethe reasonable compensation, if not already due expenses, disbursements and payableadvances of the Trustee, the principal of its agents and any accrued and unpaid counsel, (2) all overdue interest on all of Senior Notes, (3) the Notes; principal of, and upon premium and Additional Interest, if any, on any Senior Notes which have become due otherwise 45 51 than by such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to and interest thereon at the Notes as described in rate borne by the preceding paragraph, the Holders of a majority in principal amount of the Senior Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c4) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Senior Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Senior Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paidwaived as provided in Section 4.13 or cured. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the preceding paragraph, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver Senior Notes because of an Event of Default specified in Section 4.1a(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically rescinded and annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Senior Notes, and no other Event of Default has occurred during such 60-day period which has not been cured or waived. No waived during such rescission will affect any subsequent Default or impair any right consequent theretoperiod.”

Acceleration of Maturity; Rescission. If an any Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding under this Indenture occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding, may declare the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes to be due and payable by notice in writing to the Company Issuer and the Trustee, may declare in the case of notice by Holders, specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable. Notwithstanding the foregoing, if not already due and payablein the case of an Event of Default arising under Section 6.01(7) with respect to the Issuer, the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes shall become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any claims by operation of law)), the amount that shall then be due and payable in respect of the Notes shall equal the amount which would be due on an optional redemption of the Notes, in each case, determined as of the date of such acceleration, as if the Notes had been optionally redeemed as of the date of such acceleration (i.e., principal plus the Make-Whole Premium if prior to June 1, 2022, and thereafter principal at the redemption price specified under paragraph 5 of the Notes as of such date) and, in each case, accrued and unpaid interest on all to, but excluding, the date of redemption of such Notes (or payment in the case of a bankruptcy or insolvency event). The amount in excess of par represented by such redemption price, the “Redemption Premium” and, together with any Make-Whole Premium, the “premium”. Without limiting the generality of the Notes; foregoing, it is understood and upon agreed that if the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any such declaration all such amounts upon such Notes claims by operation of law)), the Make-Whole Premium or the Redemption Premium, as applicable, shall become and also be immediately due and payable, anything in this Indenture or in payable as though the Notes to had been optionally redeemed on the contrary notwithstanding. At any time after a declaration date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as described in to a reasonable calculation of each Holder’s lost profits as a result thereof. If the preceding paragraphMake-Whole Premium or the Redemption Price Premium, as applicable, becomes due and payable, it shall be deemed to be principal of the Holders of a majority in Notes and interest shall accrue on the full principal amount of the NotesNotes (including the Make-Whole Premium or the Redemption Price Premium, on behalf of all Holders of Notesas applicable) from and after the applicable triggering event, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict including in connection with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default specified in Section 6.01(7). Any premium payable pursuant to this paragraph and the immediately preceding paragraph shall be presumed to be equal to the liquidated damages sustained by each Holder as the result of the type early acceleration or redemption of the Notes and the Issuer and each Guarantor agrees that it is a reasonable estimate under the circumstances currently existing of such Holder’s actual damages. The premium shall also be payable in the event the Notes and/or this Indenture are satisfied, released or discharged through foreclosure, whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means and/or upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement or compromise of the Notes in any insolvency or liquidation proceeding. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agrees (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time of any acceleration or such payment is made; (C) there has been a course of conduct between the Holders, on the one hand, and the Issuer and the Guarantors, on the other hand, giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and each Guarantor expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. In the event of any Event of Default specified in clause (6) or (7) of Section 6.016.01(5), the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured and all consequences thereof (excluding any resulting Payment Default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or waived. No the Holders, if within 30 days after such rescission will affect any subsequent Event of Default or impair any right consequent thereto.”arose:

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest shall be due and payable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default specified in clause (6Section 501(f) or (7501(g) of Section 6.01 occurs and is continuing with respect to the CompanyCompany occurs, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of amounts described above shall ipso facto become and any accrued and unpaid interest on all of the Notes shall be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events Upon payment of Default with respect to any Notes at the time outstanding occurs such principal and is continuinginterest, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; Company's obligations under the Securities and upon any such declaration all such amounts upon such Notes this Indenture, other than obligations under Section 606, shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstandingterminate. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the NotesSecurities then Outstanding, on behalf of all Holders of Notesvoting together as a single class, by written notice to the Trustee, may rescind and cancel such declaration an acceleration and its consequences if (ai) if all existing Events of Default, other than the non-payment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of a declaration of acceleration in respect of the cure or waiver of Securities because an Event of Default specified in Section 501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the type described in clause (6) or (7) Indebtedness that is the subject of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waivedwaived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 000 Xxxxxx Xxxxxx, Suite 1700, Houston, Texas 77010, Attention: Manager, Syndications and Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent Default or impair any right consequent theretopersons.”

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 4.1(e) or (7Section 4.1(f)) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% of the principal amount of the Outstanding Senior Notes, by written notice to the CompanyIssuer (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCdeclare all unpaid principal of, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any premium and accrued interest on, all the Senior Notes to be due and unpaid interest on all payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 4.1(e) or Section 4.1(f), the Notes amounts described above shall by such fact itself become and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Senior Notes, by written notice in writing to the Company Issuer and the Trustee, may declare annul such declaration if (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (1) 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 and any other amounts due and payableto the Trustee under Section 5.6, if not already due and payable(2) all overdue interest on all Senior Notes, (3) the principal of and premium, if any, on any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Senior Notes shall which have become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a otherwise than by such declaration of acceleration with respect to and interest thereon at the Notes as described in rate borne by the preceding paragraph, the Holders of a majority in principal amount of the Senior Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c4) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Senior Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Senior Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 4.13 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (67) or (7) 8) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantoreither Issuer, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the CompanyIssuers, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company Issuers and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (67) or (7) 8) of Section 6.01, the Trustee has received an Officers’ ' Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described d e scribed in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”” ARTICLE V CONSENTS

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause (6Section 6.01(4) or (76.01(5)) shall have occurred and be continuing, the Trustee or the registered Holders of Section 6.01 occurs not less than 25% in aggregate principal amount of the Securities of such series then outstanding may declare to be immediately due and is continuing payable the principal amount of all Securities of such series then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes such Securities shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon such Securities. After any such declaration all such amounts upon such Notes shall become and be immediately due and payableacceleration, anything in this Indenture but before a judgment or in decree based on acceleration is obtained by the Notes to the contrary notwithstanding. At Trustee or any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphother Person, the Holders of a majority in aggregate principal amount of the Notes, on behalf such series of all Holders of Notes, Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(4) or (7) of Section 6.015), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee. Subject to Section 7.01(e), the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Senior Discount Notes (other than an Event of Default specified in clause (6Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or (7the registered Holders of not less than 25% in aggregate principal amount at maturity of the Senior Discount Notes then outstanding may declare to be immediately due and payable the Accreted Value of all the Senior Discount Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) of Section 6.01 occurs and is continuing 6.01(7) shall occur, such amount with respect to all the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Senior Discount Notes shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Senior Discount Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount at maturity of the Notes, on behalf of all Holders of Notes, Senior Discount Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ ' Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Senior Discount Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Discount Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Discount Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Discount Notes that became due solely because of the acceleration of the Senior Discount Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Discount Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Discount Notes. No Holder of Senior Discount Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all the outstanding Notes to be due and payable immediately. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries Guarantor that is a GuarantorSignificant Subsidiary occurs under this Indenture, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.01, the Trustee has received an Officers’ ' Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to a particular series of Notes (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes of such series, by notice in writing to the Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all the outstanding Notes to be due and payable immediately. If an Event or Default specified in clause (6) 8) or (79) of Section 6.01 occurs and is continuing with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Company or any of their respective Significant Subsidiaries Guarantor that is a GuarantorSignificant Subsidiary occurs under this Indenture, then the principal of and any accrued and unpaid interest on all of the Notes shall will automatically become immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all Holder of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the a particular series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the such Notes, on behalf of all Holders of such Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to such Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) 8) or (79) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion Opinion of counsel Counsel that such Event of Default has been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Securities of any series (other than an Event of Default specified in clause (6Section 6.01(3) or (7) of Section 6.01 occurs and is continuing with respect to Section 4.08 or an Event of Default specified in Sections 6.01(4) or 6.01(5)) shall have occurred and be continuing, the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC Trustee or any the registered Holders of their respective Significant Subsidiaries that is a Guarantor, then the not less than 25% in aggregate principal of and any accrued and unpaid interest on all amount of the Notes shall Securities of such series then outstanding may declare to be immediately become due and payable the principal amount of all such Securities then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to all such Securities shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of such Securities. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the registered Holders of a majority in aggregate principal amount of the Notes, on behalf of all Holders of Notes, such Securities then outstanding may rescind and cancel annul such declaration and its consequences acceleration (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.07 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(4) or (7) of Section 6.015), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such series of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.”

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or (7the registered Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) of Section 6.01 occurs and is continuing 6.01(7) shall occur, such amount with respect to the Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Noteholder. If any other Events of Default with respect to any Notes at the time outstanding occurs and such acceleration, but before a judgment or decree based on acceleration is continuing, then, and in each and every such case, either obtained by the Trustee, by notice in writing to the Company, or the registered Holders of not less than 25% of the a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, outstanding may rescind and cancel annul such declaration and its consequences acceleration if (ai) if the rescission would not conflict with any judgment or decree, (bii) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal principal, premium or interest that has become due solely because of the acceleration, (ciii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (div) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, advances and all other amounts due to the Trustee under Section 7.06 and (ev) in the event of the cure or waiver of an Event of Default of the type described in clause (6either Section 6.01(6) or (7) of Section 6.01), the Trustee has shall have received an Officers’ Certificate and an opinion of counsel to the effect that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent Default or impair any right consequent thereto.”. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee indemnity satisfactory to it. Subject to Section 7.06, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No Holder of Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in clause (6Section 3.01(f) or (7Section 3.01(g)) of Section 6.01 occurs and is continuing with respect continuing, the Trustee or the Holders of at least 25% of the aggregate principal amount of the Outstanding Notes, by written notice to the CompanyIssuer and the Guarantor (and to the Trustee if such notice is given by the Holders), Mosaicmay, Mosaic Fertilizerand the Trustee at the request of such Holders shall, LLCsubject to the Trustee's right to receive indemnification from such Holders at its sole discretion to its satisfaction declare all unpaid principal of, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on on, all of the Notes (and any Additional Amounts payable in respect thereof) to be due and payable immediately. Notwithstanding the foregoing, in the event of an Event of Default specified in Section 3.01(f) or Section 3.01(g), the amounts described above shall by such fact itself become and be immediately become due and payable without any declaration or other act on the part of the Trustee or any NoteholderHolder. If any other Events After a declaration of Default with respect to any Notes at acceleration, but before a judgment or decree for payment of the time outstanding occurs and is continuing, then, and in each and every such case, either money due has been obtained by the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the at least a majority in aggregate principal amount of the Notes then outstandingOutstanding Notes, by written notice in writing to the Company Issuer, the Guarantor and the Trustee, may declare annul such declaration if (a) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation and properly incurred expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due and payablethe Trustee under Section 4.06, if not already due and payable(2) all overdue interest on all Notes, (3) the principal of and any accrued and unpaid interest on all of the Notes; and upon any Notes which have become due otherwise than by such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. At any time after a declaration of acceleration with respect to and interest thereon at the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of rate borne by the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (c4) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate borne by the Notes; and (b) all Events of interest and overdue principalDefault, other than the non-payment of principal of the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) waived as provided in the event of the cure Section 3.13 or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waivedcured. No such rescission will shall affect any subsequent Default default or impair any right consequent theretothereon.”