Common use of Acceleration of Maturity; Rescission Clause in Contracts

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 Section 501(f) or 501(g) with respect to the Company occurs, the amounts described above shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal and interest all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Trustee, may rescind an acceleration and its consequences if (i) 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

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default a type specified in Section 501(fclauses (f) or 501(g)(g) of Section 6.01) occurs and is continuingcontinuing hereunder, the Trustee or the Holders of at least 2530% of the in principal amount of the Initial Securities then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately by notice in writing to the Company (and the Exchange Securities then OutstandingTrustee, voting together if given by the Holders); provided, however, that, so long as a single classany Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, by no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Facility or (ii) five business days after the giving of such written notice to the Company and the agents, if any, representative under the Bank New Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request Facility of such Holders shall, declare all unpaid principal of and accrued interest on all the Securities to be due and payable, as specified belowacceleration. Upon a declaration the effectiveness of accelerationsuch declaration, such principal principal, premium, interest and accrued interest shall other monetary obligations will be due and payable 10 days after receipt by immediately. Notwithstanding the Company foregoing, in the case of such written notice given hereunder. If an Event of Default specified in Section 501(farising under clauses (f) or 501(g(g) with respect to the Company occursof Section 6.01, the amounts described above shall ipso facto all outstanding Notes will become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holder. Upon payment of such principal and interest all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 606, shall terminatenotice. The Holders of at least a majority in principal amount of the Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single class, outstanding by written notice to the Trustee, Trustee may rescind an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the non-payment Default (except nonpayment of principal of or interest on the Securities which have that has become due solely because of the acceleration, ) have been cured or waived andwaived.

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 501(fSections 6.01(6) and 6.01(7) with respect to the Company, the Parents, Xxxxx XX or 501(g)a Significant Subsidiary) occurs shall have occurred and is be continuing, the Trustee or the registered Holders of at least 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 Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single class, outstanding by written notice to the Company and the agentsTrustee, if any, under the Bank Credit Agreement (and plus accrued but unpaid interest 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 date 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 In case an Event of Default specified in Section 501(fSections 6.01(6) or 501(gand 6.01(7) with respect to the Company occursCompany, the amounts described above Parents, Xxxxx XX or a Significant Subsidiary shall ipso facto become and occur, such amount with respect to all the Notes shall be immediately automatically due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal and interest all the Holders of the Company's obligations under Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Securities and this IndentureTrustee, other than obligations under Section 606, shall terminate. The the registered Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding may rescind an and annul such acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of principal of premium or interest on the Securities which have that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default 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 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: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, -90- (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

Acceleration of Maturity; Rescission. If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Issuer, or the Holders of at least (other than y) 25% in aggregate principal amount of the Notes then outstanding, in the case of any Event of Default arising under any of clauses (1) through (8) inclusive in Section 6.01 and (z) a majority in principal amount of the Notes then outstanding under the Indenture in the case of an Event of Default arising under Section 6.01(9) may, in each case by notice in writing to the Issuer and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 501(f) or 501(g)6.01(7) occurs and is continuingwith respect to Parent or the Issuer, the Trustee or the Holders principal 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 agentspremium, 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 interest, if any, on all the Securities to be due and payable, as specified below. Upon a declaration of acceleration, such principal and accrued interest Notes then outstanding 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 Section 501(f) or 501(g) with respect to the Company occurs, the amounts described above shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of Notwithstanding the foregoing, if after such principal and interest all of acceleration but before a judgment or decree based on such acceleration is obtained by the Company's obligations under Trustee, the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding Notes may rescind an and annul such acceleration and its consequences if if: (i1) all existing Events of Default, other than the non-payment nonpayment of principal of principal, premium, if any, or interest on the Securities which have that has become due solely because of the acceleration, have been cured or waived waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or 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 continuingcontinuing under this Indenture, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% of the in aggregate principal amount of the Initial Securities Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Exchange Securities Notes then Outstandingoutstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, voting together as a single classin each case, by written notice in writing to the Company and the agents, if any, under Trustee specifying the Bank Credit Agreement (respective Event of Default and to the Trustee if such that it is a “notice is given by the Holders), mayof acceleration”, and the Trustee at the request of such Holders shall, declare all unpaid the principal of and premium, if any, and accrued interest interest, if any, on all the Securities Notes to be immediately due and payable, as specified below. Upon a and upon such declaration of acceleration, such principal principal, premium, if any, and accrued interest interest, if any, shall be immediately due and payable 10 days after receipt by payable; provided, however, that, notwithstanding the Company of such written notice given hereunder. If foregoing, if an Event of Default specified in Section 501(f6.01(7) or 501(g) occurs with respect to Parent or the Company occursCompany, the amounts described above principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of Notwithstanding the foregoing, if after such principal and interest all of acceleration but before a judgment or decree based on such acceleration is obtained by the Company's obligations under Trustee, the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding Notes may rescind an and annul such acceleration and its consequences if if: (i1) all existing Events of Default, other than the non-payment nonpayment of principal of principal, premium, if any, or interest on the Securities which have that has become due solely because of the acceleration, have been cured or waived waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or 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 continuingcontinuing under this Indenture, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% of the in aggregate principal amount of the Initial Securities Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Exchange Securities Notes then Outstandingoutstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, voting together as a single classin each case, by written notice in writing to the Company and the agents, if any, under Trustee specifying the Bank Credit Agreement (respective Event of Default and to the Trustee if such that it is a "notice is given by the Holders), mayof acceleration", and the Trustee at the request of such Holders shall, declare all unpaid the principal of and premium, if any, and accrued interest interest, if any, on all the Securities Notes to be immediately due and payable, as specified below. Upon a and upon such declaration of acceleration, such principal principal, premium, if any, and accrued interest interest, if any, shall be immediately due and payable 10 days after receipt by payable; provided, however, that, notwithstanding the Company of such written notice given hereunder. If foregoing, if an Event of Default specified in Section 501(f6.01(7) or 501(g) occurs with respect to Parent or the Company occursCompany, the amounts described above principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of Notwithstanding the foregoing, if after such principal and interest all of acceleration but before a judgment or decree based on such acceleration is obtained by the Company's obligations under Trustee, the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding Notes may rescind an and annul such acceleration and its consequences if if: (i1) all existing Events of Default, other than the non-payment nonpayment of principal of principal, premium, if any, or interest on the Securities which have that has become due solely because of the acceleration, have been cured or waived waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or 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 continuingcontinuing under this Indenture, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% of the in aggregate principal amount of the Initial Securities Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Exchange Securities Notes then Outstandingoutstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, voting together as a single classin each case, by written notice in writing to the Company and the agents, if any, under Trustee specifying the Bank Credit Agreement (respective Event of Default and to the Trustee if such that it is a "notice is given by the Holders), mayof acceleration", and the Trustee at the request of such Holders shall, declare all unpaid the principal of and premium, if any, and accrued interest interest, if any, on all the Securities Notes to be immediately due and payable, as specified below. Upon a and upon such declaration of acceleration, such principal principal, premium, if any, and accrued interest interest, if any, shall be immediately due and payable 10 days after receipt by payable; provided, however, that, notwithstanding the Company of such written notice given hereunder. If foregoing, if an Event of Default specified in Section 501(f6.01(7) or 501(g) occurs with respect to Parent or the Company occursCompany, the amounts described above principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of Notwithstanding the foregoing, if after such principal and interest all of acceleration but before a judgment or decree based on such acceleration is obtained by the Company's obligations under Trustee, the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding Notes may rescind an and annul such acceleration and its consequences if if: (i1) all existing Events of Default, other than the non-payment nonpayment of principal of principal, premium, if any, or interest on the Securities which have that has become due solely because of the acceleration, have been cured or waived waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. -77-

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f5.01(g) or 501(gthrough 5.01(k)) occurs and is continuingcontinuing with respect to Securities of any series, the Trustee or the Holders of at least 25% of the principal amount of the Initial Securities and the Exchange Securities of that series 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 of, and premium, if any, and accrued interest Interest if any, on all the Securities of that series (or, in the case of Securities sold at original issue discount, the amount specified in the terms thereof) to be due and payablepayable immediately, as specified below. Upon a declaration of accelerationand upon any such declaration, such principal principal, premium and accrued interest shall be become immediately due and payable 10 days after receipt payable. Thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of Holders of the Securities of that series by the Company of such written notice given hereunder. appropriate judicial proceeding. (a) If an Event of Default specified in Section 501(fany of Sections 5.01(g) or 501(gthrough 5.01(k) with respect to the Company occursoccurs and is continuing, the amounts described above specified above, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon . (b) After a declaration of acceleration of any series of Securities, but before a judgment or decree for payment of such principal and interest all of the Company's obligations under money due has been obtained by the Securities and this Indenture, other than obligations under Section 606, shall terminate. The Holders of at least a majority in principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single classTrustee, by written notice to the Company and the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, may rescind an acceleration and its consequences if annul such declaration of acceleration, provided, in each case, that (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue Interest on all Securities of that series, (iii) the principal of and premium, if any, on that series of Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by that series, and (iv) to the extent that payment of such interest is lawful, interest upon overdue Interest at the rate borne by that series of Securities; and (b) all Events of Default, other than the non-payment of principal of or interest on the that series of Securities which that have become due solely because by the declaration of the acceleration, have been cured or waived andwaived.

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f6.01(7) occurs with respect to the Company or 501(g)any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% of the in aggregate principal amount of the Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single classoutstanding, 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 the principal of and premium, if any, and accrued interest interest, if any, on all the Securities Notes to be immediately due and payable, as specified below. Upon a declaration of acceleration, such principal principal, premium, if any, and accrued interest interest, if any, shall be immediately due and payable 10 days after receipt by the Company of such written notice given hereunderpayable. If an Event of Default specified in Section 501(f6.01(7) or 501(g) occurs with respect to the Company occursor any Subsidiary Guarantor, the amounts described above principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment If an Event of such principal Default occurs and interest all is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Company's obligations under Holders by such appropriate judicial proceedings as the Securities Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this IndentureIndenture or in aid of the exercise of any power granted herein, or to enforce any other than obligations under Section 606, shall terminateproper remedy. The Holders of at least a majority in principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single classoutstanding Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences if if: (i) all existing Events of Default, other than the non-payment nonpayment of the principal of or interest and premium, if any, and interest, if any, on the Securities which such Notes that have become due solely because by such declaration of the acceleration, have been cured or waived waived; and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f6.01(7) with respect to the Company or 501(g)any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% of the in aggregate principal amount of the Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single classoutstanding, 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 the principal of and premium, if any, and accrued interest interest, if any, on all the Securities Notes to be immediately due and payable, as specified below. Upon a declaration of acceleration, such principal principal, premium, if any, and accrued interest interest, if any, shall be immediately due and payable 10 days after receipt by the Company of such written notice given hereunderpayable. If an Event of Default specified in Section 501(f6.01(7) or 501(g) occurs with respect to the Company occursor any Subsidiary Guarantor, the amounts described above principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal and interest all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 606, shall terminate. . (b) The Holders of at least a majority in principal amount of the Initial Securities and the Exchange Securities then Outstanding, voting together as a single classoutstanding Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences if if: (i) all existing Events of Default, other than the non-payment nonpayment of the principal of or interest and premium, if any, and interest, if any, on the Securities which such Notes that have become due solely because by such declaration of the acceleration, have been cured or waived waived; and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration of Maturity; Rescission. If an Event of Default (other than an Event of Default specified in Section 501(f6.01(e) or 501(g)6.01(f) with respect to the Company or any Principal Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 2525 % of the principal amount of the Initial Securities and the Exchange Securities Notes 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 of, premium, if any, and accrued interest on all the Securities Notes to be due and payablepayable immediately, as specified below. Upon by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration of acceleration, such principal and accrued interest shall be become due and payable 10 days after receipt by the Company of such written notice given hereunderimmediately. If an Event of Default specified in Section 501(f6.01(e) or 501(g6.01(f) with respect to the Company occursor any Principal Subsidiary occurs and is continuing, the amounts described above shall ipso facto by such fact itself become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Upon After a declaration of acceleration, but before a judgment or decree for payment of such principal and interest all of the Company's obligations under money due has been obtained by the Securities and this IndentureTrustee, other than obligations under Section 606, shall terminate. The the Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities then Notes Outstanding, voting together as a single class, by written notice to the Company and the Trustee, may rescind an acceleration and its consequences annul such declaration if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (b) all Events of Default, other than the non-payment of principal of or interest on the Securities Notes which have become due solely because by the declaration of the acceleration, have been cured waived as provided in Section 6.04 or waived andcured. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 501(fSections 6.01(6) or 501(g)and 6.01(7) occurs and is continuingwith respect to the Company, the Parents, Moore NA or a Significant Subsidiary) shall have occurred and be contixxxxx, xhe Trustee or the registered Holders of at least 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 Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single class, outstanding by written notice to the Company and the agentsTrustee, if any, under the Bank Credit Agreement (and plus accrued but unpaid interest 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 date 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 In case an Event of Default specified in Section 501(fSections 6.01(6) or 501(gand 6.01(7) with respect to the Company occursCompany, the amounts described above Parents, Moore NA or a Significant Subsidiary shall ipso facto become and occur, such amount with resxxxx xx all the Notes shall be immediately automatically due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Upon payment of such principal and interest all the Holders of the Company's obligations under Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Securities and this IndentureTrustee, other than obligations under Section 606, shall terminate. The the registered Holders of at least a majority in aggregate principal amount of the Initial Securities and the Exchange Securities Notes then Outstanding, voting together as a single class, by written notice to the Trustee, outstanding may rescind an and annul such acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of principal of premium or interest on the Securities which have that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default 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 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: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

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 Section 501(fclause (7) or 501(g) (8) of Section 6.01 occurs and is continuing with respect to either Issuer, then the Company occurs, principal of and any accrued and unpaid interest on all of the amounts described above Notes shall ipso facto immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderNoteholder. Upon payment If any other Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such principal and interest all case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the Company's obligations under principal amount of the Securities 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 the Notes; and upon any such declaration all such amounts upon the Notes shall become and be immediately due and payable, anything in this IndentureIndenture 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, other than obligations under Section 606, shall terminate. The the Holders of at least a majority in 66⅔% of the aggregate principal amount of the Initial Securities and the Exchange Securities then Outstandingoutstanding Notes, voting together as a single class, by written notice to the Trusteeon behalf of all Holders of Notes, may rescind an acceleration and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (ib) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of principal of or interest on the Securities which have that has become due solely because of the acceleration, have (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 (7) or (8) 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 andwaived. No such rescission will affect any subsequent Default or impair any right consequent thereto.