Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee, at the request of such Holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h5.02(h) or Section 6.01(i5.02(i) with respect to the Company, any of its Company (and not with respect to a Significant Subsidiaries or any group of Subsidiaries Subsidiary of the Company, that, taken together, would constitute a Significant Subsidiary)), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding by notice in writing to the Company and the Trustee, may, and the Trustee, at the request of such Holders shall, Trustee may declare 100% of the principal of, amount of and accrued and unpaid interest, if any, on, on all the Notes to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become such principal and accrued and unpaid interest, if any, shall be immediately due and payablepayable immediately. If an Event of Default specified in Section 6.01(h5.02(h) or Section 6.01(i5.02(i) occurs with respect to the Company, any of its Company (and not with respect to a Significant Subsidiaries or any group of Subsidiaries Subsidiary of the Company, that, taken together, would constitute a Significant Subsidiary occurs and is continuing), 100% of the aggregate principal of, amount of and accrued and unpaid interest, if any, on, all on the Notes shall automatically become and shall automatically be immediately due and payable.payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Company and the Trustee, may waive all past Events of Default (except with respect to non-payment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and rescind and annul any such acceleration with respect to the Notes and its consequences if:

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group Subsidiaries), unless the principal of Subsidiaries all of the Company, that, taken together, would constitute a Significant Subsidiary)Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders), may, and the Trustee, at the request of such Holders shall, may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal to the extent that payment of such interest is enforceable under applicable law, at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to pay the cash due upon conversion of the Notes.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group Subsidiaries), unless the principal of Subsidiaries all of the Company, that, taken together, would constitute a Significant Subsidiary)Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders), may, and the Trustee, at the request of such Holders shall, may declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal to the extent that payment of such interest is enforceable under applicable law, at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and (NY) 27961/684/INDENTURE/WMGI.indenture.doc annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to pay the cash due upon conversion of the Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than If an Event of Default specified in in‌ Section 6.01(h5.02(i) or Section 6.01(i5.02(j) hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries the principal amount of, and all accrued and unpaid interest, if any, on, all of the Companythen outstanding Notes will immediately become due and payable without any further action or notice by any party. If any other Event of Default occurs and is continuing, thatthe Trustee, taken together, would constitute by delivering a Significant Subsidiary), either the Trustee by written notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice in writing to the Company and the Trustee, may, and the Trustee, at the request of such Holders shall, may declare 100% of the principal amount of, and all accrued and unpaid interest, if any, on, on all the then outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Companyand upon such declaration, that, taken together, would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal amount of, and all accrued and unpaid interest, if any, on, on all then outstanding Notes shall will immediately become and shall automatically be immediately due and payable. Notwithstanding anything to the contrary in this Indenture, the Holders of a majority of the aggregate principal amount of the then outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, rescind any acceleration of the Notes and its consequences hereunder by delivering notice to the Trustee if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than the nonpayment of the principal of, interest, if any, on, or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that has become due solely as a result of acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h5.02(i) or Section 6.01(i5.02(j) with respect to the Company, any Company (and not solely with respect to a Significant Subsidiary of its Significant Subsidiaries the Company or any a group of Subsidiaries of that in the Company, that, taken together, aggregate would constitute a Significant SubsidiarySubsidiary of the Company)), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, outstanding by notice in writing to the Company and the Trustee, may, and the Trustee, Trustee at the request of such Holders shall, declare 100% of the principal of, amount of and accrued and unpaid interest, if any, on, on all the Notes to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become such principal and accrued and unpaid interest, if any, shall be immediately due and payablepayable immediately. If an Event of Default specified in Section 6.01(h5.02(i) or Section 6.01(i5.02(j) occurs with respect to the Company, any Company (and not solely with respect to a Significant Subsidiary of its Significant Subsidiaries the Company or any a group of Subsidiaries of that in the Company, that, taken together, aggregate would constitute a Significant Subsidiary occurs and is continuingof the Company), 100% of the principal of, amount of and accrued and unpaid interest, if any, on, all on the Notes shall automatically become and shall automatically be immediately due and payable.payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and the Trustee, may rescind and annul any such acceleration with respect to the Notes (except with respect to nonpayment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to a Default in respect of a provision that under Section 9.03 of the Base Indenture and Section 8.02 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and its consequences if:

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h5.02(i) or Section 6.01(i5.02(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant SubsidiarySubsidiaries), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding determined in accordance with Section 6.04, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders of the Notes), may, and the Trustee, at the request of such Holders shall, may declare 100% of the principal of, amount of and accrued and unpaid interest, if any, on, on all the Notes to be immediately due and payable immediatelypayable, and upon any such declaration the same shall become such principal and accrued and unpaid interest, if any, shall be immediately due and payablepayable immediately. If an Event of Default specified in Section 6.01(h5.02(i) or Section 6.01(i5.02(j) with respect to the Companyoccurs, any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal of, amount of and accrued and unpaid interest, if any, on, all on the Notes shall automatically become and shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after the principal of the Notes shall have been declared due and payable (or have become immediately due and payable.) and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and the Trustee, may rescind and annul any such acceleration with respect to the Notes (except with respect to nonpayment of the principal of and accrued and unpaid interest, if any, on the Notes; with respect to the Company’s failure to repurchase the Notes when required under this Supplemental Indenture; with respect to the Company’s failure to redeem the Notes when required under this Supplemental Indenture (including the nonpayment of the Make-Whole Premium, if any); with respect to a Default in respect of a provision that under Section 8.03 cannot be amended without the consent of each affected Holder; and with respect to the failure to deliver the consideration due upon conversion of the Notes) and its consequences if:

Acceleration; Rescission and Annulment. In case If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, any of its Significant Subsidiaries or any group Subsidiary Guarantor), unless the principal of Subsidiaries all of the CompanyNotes shall have already become due and payable, that, taken together, would constitute a Significant Subsidiary), either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee, Trustee at the request of such Holders of at least 25% in aggregate principal amount of the outstanding Notes shall, declare 100% of the principal of, and accrued and unpaid interest, if any, interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary Guarantor occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration; Rescission and Annulment. In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group of its Subsidiaries of that in the Company, that, taken together, aggregate would constitute a Significant Subsidiary), unless the principal of all of the Notes shall have already become due and payable, either the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstandingoutstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders), may, and the Trustee, Trustee at the request of such Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04 shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the Notes to be due and payable immediatelypayable, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h6.01(i) or Section 6.01(i6.01(j) with respect to the Company, Company or any of its Significant Subsidiaries or any group of its Subsidiaries of that in the Company, that, taken together, aggregate would constitute a Significant Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes plus one percent at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case the Holders of a majority of the aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may rescind and annul any consequence of any such Default or Events of Default, including such declaration and its consequences, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.