Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h), (i) or (j)) occurs and is continuing, then and in every such case the Trustee, by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding (including letters of credit and bankers’ acceptances), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written notice to the Company and the agent under the Credit Agreement; and (ii) the acceleration of any such Indebtedness under the Credit Agreement. If an Event of Default specified in Section 6.01(h), (i) or (j) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). (b) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the Securities outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all overdue interest (including Special Interest) on all Securities; (C) the principal of (and premium, if any, on) any Securities that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (ii) all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding clause (b) above, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) 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 waived during such period.

Acceleration; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h), (i) or (j)) occurs and is continuing, then and in every such case the Trustee, by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement Facility shall be outstanding (including letters of credit and bankers’ acceptances), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written notice to the Company and the agent under the New Credit AgreementFacility; and (ii) the acceleration of any such Indebtedness under the New Credit AgreementFacility. If an Event of Default specified in Section 6.01(h), (i) or (j) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). (b) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the Securities outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all overdue interest (including Special Interest) on all Securities; (C) the principal of (and premium, if any, on) any Securities that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (ii) all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding clause (b) above, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) 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 waived during such period.

Acceleration; Rescission and Annulment. (a) If an Event Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events of Default (other than an Event of Default specified in Section 6.01(h), (i7.01(e) or (j7.01(f)) occurs and is continuingshall happen with respect to Securities of any series at the time Outstanding, then then, and in each and every such case case, during the Trusteecontinuance of any such Event of Default, by notice to the Company, Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding, by notice to the Company and the Trustee, of such series then Outstanding may declare the principal (or, 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, premium, if any, and all accrued and but unpaid interest, if any, interest on, all the Securities of such series then Outstanding to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding (including letters of credit and bankers’ acceptances), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written payable immediately by a notice in writing to the Company (and to the agent under the Credit Agreement; Trustee if given by Holders), and (ii) the acceleration of upon any such Indebtedness under the Credit Agreementdeclaration such principal amount (or specified amount) and accrued but unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(h), (i7.01(e) or (j7.01(f) occurs and is continuing, then in every such case, the principal amount of, premium, if any, and any accrued and but unpaid interest, if any, interest on, all of the Securities of that series then Outstanding shall automatically become automatically, and be immediately due and payable without any declaration or any other act action on the part of the Trustee or any Holder, become due and payable immediately. The Upon payment of such amounts in U.S. Dollars (subject to Section 3.11 and except as otherwise provided pursuant to Section 3.01), all obligations of the Company will deliver to in respect of the Trustee, within 10 days after payment of principal of and interest on the occurrence thereof, notice Securities of any default or acceleration referred to in Sections 6.01(d) and 6.01(e)such series shall terminate. (b) At any time after such a declaration of acceleration with respect to the Securities of any series has been made, but made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided hereinafter in this ArticleArticle VII, the Holders Event of a majority in aggregate principal amount Default giving rise to such declaration of the Securities outstandingacceleration shall, by written notice without further act, be deemed to the Company have been waived, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: (i) the Company has paid or deposited, or caused to be paid or deposited, deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 3.11 and except as otherwise provided pursuant to Section 3.01) sufficient to pay: (A) all sums paid or advanced by amounts owing to the Trustee and any predecessor trustee hereunder and the reasonable compensationunder Section 11.01(a) (provided, expenseshowever, disbursements and advances of the Trustee, its agents and counselthat all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest (including Special Interest) on all at the rate borne by such Securities;); and (C) the principal of (of, and premium, if any, on) , any Securities of such series that has have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; andthereon; (ii) all Events every other Default and Event of DefaultDefault with respect to Securities of that series, other than the non-payment of the principal of the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. 7.06. (c) No such rescission shall affect any subsequent default or impair any right consequent thereon. (cd) Notwithstanding clause (b) aboveFor all purposes under this Indenture, in the event of if a declaration of acceleration in respect portion of the principal of any Original Issue Discount Securities because an Event of Default specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) written notice of such discharge or rescission, as the case may be, shall have been given accelerated and declared due and payable pursuant to the Trustee by provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the Company and countersigned by the holders principal amount of such Indebtedness or a trusteeOriginal Issue Discount Securities shall be deemed, fiduciary or agent for all purposes hereunder, to be such holders, within 30 days after such declaration of acceleration in respect portion of the Securitiesprincipal thereof as shall be due and payable as a result of such acceleration, and no 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 Event amounts owing thereunder, shall constitute payment in full of Default has occurred during such 30-day period which has not been cured or waived during such periodOriginal Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h), (i) or (ji)) occurs and is continuing, then and in every such case the Trustee, by notice to the Company, or the Holders of not less than 2530% in aggregate principal amount of the Securities Notes outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities Notes to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the First Lien Credit Agreement Facilities shall be outstanding in full force and effect, if an Event of Default shall occur and be continuing (including letters other than an Event of credit and bankers’ acceptancesDefault specified in Section 6.01(h) or (i)), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written notice to the Company and the agent under the First Lien Credit AgreementFacilities; and (ii) the acceleration of any such Indebtedness under the First Lien Credit AgreementFacilities. If an Event of Default specified in Section 6.01(h), (i) or (ji) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d6.01(c) and 6.01(e6.01(d). (b) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the Securities Notes outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee and the Notes Collateral Agent hereunder and the reasonable compensation, expenses, disbursements and advances of the TrusteeTrustee and the Notes Collateral Agent, its and their agents and counsel; (B) all overdue interest (including Special Interest) on all SecuritiesNotes; (C) the principal of (and premium, if any, on) any Securities Notes that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the SecuritiesNotes; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the SecuritiesNotes; and (ii) all Events of Default, other than the non-payment of principal of the Securities Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding clause (b) above, in the event of a declaration of acceleration in respect of the Securities Notes because an Event of Default specified in Section 6.01(e6.01(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) 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 SecuritiesNotes, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. (d) If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case as a result of an Event of Default whether automatically or by declaration, the amount of principal of, accrued and unpaid interest and premium on the Notes that shall then be due and payable shall be equal to (x) if prior to June 15, 2023, 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration or (y) if on or after to June 15, 2023, the applicable redemption price in effect on the date of such acceleration, as applicable, as if such acceleration were an optional redemption of the Notes so accelerated. (e) Without limiting the generality of the foregoing, if the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, in respect of any Event of Default (including an event of default relating to certain events of bankruptcy, insolvency or reorganization (including the acceleration of claim by operation of law)), the Applicable Premium or the redemption price applicable with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed and shall constitute part of the Secured Notes Obligations in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Applicable Premium or applicable redemption price, as applicable, becomes due and payable, it shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or applicable redemption price, as applicable,) from and after the applicable triggering event, including in connection with certain events of bankruptcy, insolvency or reorganization of the Company. Any premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it 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 acceleration occurs; (C) there has been a course of conduct between holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium to holders as herein described is a material inducement to holders to purchase the Notes.

Acceleration; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h), (i) or (j)) occurs and is continuing, then and in every such case the Trustee, by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of any series of the Securities outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities of such series to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding (including letters of credit and bankers’ acceptances), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written notice to the Company and the agent under the Credit Agreement; and (ii) the acceleration of any such Indebtedness under the Credit Agreement. If an Event of Default specified in Section 6.01(h), (i) or (j) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). (b) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the applicable series of Securities outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all overdue interest (including Special Interest) on all SecuritiesSecurities of such series; (C) the principal of (and premium, if any, on) any Securities of such series that has have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the SecuritiesSecurities of such series; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the SecuritiesSecurities of such series; and (ii) all Events of Default, other than the non-payment of principal of the Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding clause (b) above, in the event of a declaration of acceleration in respect of the Securities of such series because an Event of Default specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) 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 waived during such period.

Acceleration; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h), (i) or (j)) occurs and is continuing, then and in every such case the Trustee, by notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding, by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities to be due and payable; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding (including letters of credit and bankers’ acceptances), any such acceleration shall not become effective until the earlier of: (i) five (5) Business Days following delivery of written notice to the Company and the agent under the Credit Agreement; and (ii) the acceleration of any such Indebtedness under the Credit Agreement. If an Event of Default specified in Section 6.01(h), (i) or (j) occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on, all the Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Company will deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e). (b) At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article, the Holders of a majority in aggregate principal amount of the Securities outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all overdue interest (including Special Interest) on all Securities; (C) the principal of (and premium, if any, on) any Securities that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (ii) all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding clause (b) above, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 6.01(e) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (i) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (ii) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (iii) 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 waived during such period.