Common use of Acceleration Clause in Contracts

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any an Event of Default (other than an Event of Default specified described in clause Section 6.1 (f7) or and (g) of Section 6.01 hereof with respect to the Company8)) occurs and is continuing, the Trustee by notice to the Parent Guarantor and the Issuer, or the Holders of at least 25% in principal amount of the then outstanding Notes may Securities by notice to the Parent Guarantor and the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, accrued and accrued interest onunpaid interest, if any, on all the Notes Securities to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified described in clause Section 6.1 (f7) or and (g) of Section 6.01 hereof with respect to the Company 8) occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest oninterest, if any, on all the outstanding Notes shall ipso facto Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At Notwithstanding the foregoing, if an Event of Default specified in Section 6.1 (6) shall have occurred and be continuing, such Event of Default and any time after a declaration of consequential acceleration with respect (to the Notes as described extent not in the preceding paragraph, the Holders violation of a majority any applicable law or in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction) shall be automatically rescinded if (iii) if all existing Events the Indebtedness that is the subject of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, in each case within 20 days after the declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f9) or (g10) of Section 6.01 hereof 6.01, with respect to the Company) a Co-Issuer, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by written notice to the Co-Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by written notice to the Trustee and the Co-Issuers, may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by payable. Any such notice in writing to the Company and from the Trustee specifying or Holders shall specify the respective Event applicable Event(s) of Default and state that it such notice is a “notice Notice of accelerationAcceleration.” (Upon such declaration of acceleration pursuant to a Notice of Acceleration, the “Acceleration Notice”)aggregate principal of and accrued and unpaid interest, and if any, on the same (i) outstanding Notes shall become immediately due and payable without further action or (ii) if there are notice. In the event of any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g5) of Section 6.01 hereof with respect to the Company occurs and is continuing6.01, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part such Event of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration Default and its consequences (iexcluding, however, any resulting payment default) if the rescission would not conflict with will be annulled, waived and rescinded, automatically and without any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 action by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed or the Trustee for its expensesHolders, disbursements and advances; and (v) in the event of the cure or waiver of an if within 20 days after such Event of Default of arose the type described in clause (f) or (g) of Section 6.01 hereof, Company delivers an Officer’s Certificate to the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged or waived(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f) 8) or (g9) of Section 6.01 hereof 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company) , all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to immediately. If the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall Notes become immediately due and payable or (ii) if there are at any amounts outstanding under time prior to maturity, the Credit Facilities, amount that shall become immediately due and payable upon shall be the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities aggregate principal amount of such Acceleration Notice but only if such Event of Default is Notes then continuingoutstanding. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences (i) under this Indenture if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 The Trustee may withhold from the Holders of the Notes then outstanding notice of any subsequent continuing Default or impair Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any right consequent theretoof the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. If any Event Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of Default CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an Event SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default specified in clause (f) or (g) of Section 6.01 hereof occurs with respect to a Borrower or, in the Company) occurs and is continuingcase of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Trustee Required Lenders (or the Holders of at least 25% in principal amount Agent with the consent of the then outstanding Notes Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the principal of, and accrued interest on, all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (ii) if there are other than any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities Default as described in Section 7.6 or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof 7.7 with respect to the Company occurs such Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Agent shall, by notice to such Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. (a) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingany Credit Party, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the Holders part of at least 25% the Administrative Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in principal immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of the then outstanding Notes LC Obligations at such time minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). Without prejudice to the provisions of Section 4.2, if any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (i) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if there are any upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts outstanding payable under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Administrative Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or and five Business Days after receipt by the Company and the Representative representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If After the occurrence and during the continuance of an Event of Default, and at any time thereafter, at the direction of the Aggregate Required Lenders, the Agent shall, upon the written or telecopied request of the Aggregate Required Lenders, and by delivery of written notice to any Borrower from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against one or more of the Borrowers: (a) declare all Obligations to be immediately due and payable (except with respect to any Event of Default (other than an Event of Default specified set forth in clause (fSection 11.1(g) or (g) of Section 6.01 hereof with respect to in which case the Company) occurs Existing Commitments shall terminate and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Obligations shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender, (iib) if there are immediately terminate this Credit Agreement and the Existing Commitments hereunder; and (c) enforce any amounts outstanding and all rights and interests created and existing under the Credit FacilitiesDocuments or arising under applicable law, including, without limitation, all rights and remedies existing under the Security Documents and all rights of setoff. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall become immediately due and payable not preclude the exercise of any other rights, all of which shall be cumulative. In addition, upon demand by the Agent or the Aggregate Required Lenders upon the first to occur occurrence of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such any Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal ofDefault, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind thereafter unless and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that until such Event of Default has been cured waived by the requisite Lenders (in accordance with the voting requirements of Section 14.10), CBI shall deposit with the Agent for the benefit of the Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or waivedCash Equivalents in an amount equal to one hundred five percent (105%) of the greatest amount for which such Letter of Credit may be drawn. No such rescission Such deposit shall affect any subsequent Default or impair any right consequent theretobe held by the Agent for the benefit of the Issuing Bank and the other Lenders as security for, and to provide for the payment of, outstanding Letters of Credit.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingany Borrower, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the Holders part of at least 25% the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in principal immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the then outstanding Notes amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the principal of, and accrued interest on, all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (iiy) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first notice to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and in addition to the Representative continuing right to demand payment of all amounts payable under this Agreement, make demand on the Credit Facilities Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of such Acceleration Notice but only if such Event the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default is then continuing. If an Event of (other than any Default specified as described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 with respect to the Company occurs any Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any an Event of Default with respect to the Notes (other than an Event of Default specified in clause (f6) or (g) of the first paragraph of Section 6.01 hereof with respect to the CompanyParent Guarantor or any Issuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the written request of such Holders shall, declare the principal of, of and accrued and unpaid interest on, on all the outstanding Notes to be due and payable immediately by notice in writing to the Company Parent Guarantor and (if the notice is given by Holders) to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such unpaid principal and the same (i) accrued and unpaid interest shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (f6) or (g) of the first paragraph of Section 6.01 hereof with respect to the Company Parent Guarantor or any Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all of the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphany such acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Parent Guarantor may rescind and cancel any such declaration acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has Issuers have paid the Trustee its reasonable compensation as provided for in this Indenture and reimbursed the Trustee for its reasonable expenses, disbursements and advances; advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default of the type described specified in clause clauses (f3) or (g5) of the first paragraph under this Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the judgment as to which caused such Event of Default shall be less than $50.0 million, having been paid, discharged, stayed or waived by the holders of the relevant judgment or the relevant judgment having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Parent Guarantor or any Subsidiary of the Parent Guarantor as to which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than $50.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, the sole remedy for an Event of Default relating to the failure of the Issuers to comply with their obligations set forth in Section 4.09 of this Indenture, will, for the first 180 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during the 180-day period beginning on, and including, the day on which such an Event of Default occurs during which such Event of Default is continuing (and neither waived nor cured). If the Issuers so elect, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the obligations as set forth in Section 4.09 is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided above. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Issuers do not elect to pay the additional interest following an Event of Default in accordance with this paragraph or the Issuers elect to make such payment but do not pay the additional interest when due, the Notes will be immediately subject to acceleration as provided in this Section 6.02. In order to elect to pay the additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, the Issuers must notify all Holders of Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Issuers’ failure to timely give such notice, the Notes will be immediately subject to acceleration as provided above.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof hereof, with respect to either of the Company) , any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingContinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences (i) hereunder, if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes 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 have been cured or waived and overdue principal, which has become due otherwise than if all sums paid or advanced by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its hereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advances; advances of the Trustee, its agents and (v) in counsel have been paid. In the event of a declaration of acceleration of the cure or waiver of Notes because an Event of Default has occurred and is Continuing as a result of the type acceleration of any Indebtedness described in clause Section 6.01(4) hereof (f) excluding any resulting Payment Default under this Indenture or (g) of Section 6.01 hereofthe Notes), the Trustee declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have received an Officers’ Certificate rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and an Opinion if the annulment of Counsel the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that such Event became due solely because of Default has the acceleration of the Notes, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (i) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingany Credit Party, the Trustee obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Agent with the consent of the then outstanding Notes Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Secured Obligations to be due and payable immediately by notice payable, or both, whereupon, in writing to the Company and case of a termination, the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and/or (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable or (ii) if there are any amounts outstanding under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the CompanyIssuer) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530.0% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal ofprincipal, premium, if any, interest and accrued interest on, any other monetary obligations on all the then outstanding Notes to be due and payable immediately by notice in writing to immediately. Upon the Company effectiveness of such declaration, such principal of and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)premium, if any, and the same (i) shall become immediately interest will be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or (ii) interest, if there are any amounts outstanding under it determines that withholding notice is in the Credit FacilitiesHolders’ interest. The Trustee will have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of the Notes. Notwithstanding the foregoing, shall become immediately due and payable upon in the first to occur case of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in arising under clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest onIssuer, all the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part notice. The Holders of a majority of the aggregate principal amount of the then outstanding Notes by written notice to the Trustee or may on behalf of the Holders of all of the Notes rescind any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the such rescission would not conflict with any judgment or decree, (ii) of a court of competent jurisdiction and if all existing Events of Default have been cured (except non-payment of interest on, premium, if any, or waived except nonpayment the principal of principal or interest any Note held by a non-consenting Holder 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No In the event of any Event of Default specified in Section 6.01(d) hereof, such rescission shall affect Event of Default and all consequences thereof (excluding any subsequent Default resulting payment default, other than as a result of acceleration of the Notes) will be annulled, waived and rescinded, automatically and without any action by the Trustee or impair any right consequent thereto.the Holders, if:

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (fa) or (gb) of Section 6.01 9.1 hereof shall occur and be continuing with respect to the Company) occurs and is continuingany Note, the Trustee or the Holders holder of at least 25% in principal amount of the then outstanding Notes such Note, may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company declare the entire unpaid balance of such Note and the Trustee specifying the respective Event of Default all interest and that it is a “Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such amount shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of acceleration” (any kind, all of which are hereby expressly waived, and, to the “Acceleration Notice”)extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal, interest and the same (i) shall become immediately due and payable or (ii) Yield-Maintenance Premium, if there are any amounts outstanding under the Credit Facilitiesany, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of on such Acceleration Notice but only if such Event of Default is then continuingNote. If an Event of Default, including, without limitation, an Event of Default specified described in clause (fa) or (gb) of Section 6.01 hereof with respect to 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the Company occurs and is continuing, then unpaid balance of all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto automatically become and be immediately due and payable without any declaration or other act on payable), the part holders of at least a majority of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if at the rescission would not conflict with any judgment or decreetime outstanding may, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because by notice in writing to the Company, declare the entire unpaid balance of the accelerationNotes and all interest and Yield-Maintenance Premium, (iii) if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. The Company will forthwith pay to the extent holder or holders of all the payment Notes at the time outstanding the entire unpaid balance of such interest is lawful, interest on overdue installments of and interest and overdue principalYield-Maintenance Premium, which has become due otherwise than by such declaration of accelerationif any, has been paidaccrued on the Notes. In addition, (iv) if subject to the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event provisions of the cure or waiver of Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such holder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for any injunction against violation of, any covenant or provision contained in the Notes or herein or in aid of the type described exercise of any power granted in clause (f) the Notes or (g) herein, or by law or otherwise. Each of Section 6.01 hereof, the Trustee Noteholders shall have received following an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission have all of the rights of a Secured Party; provided, however, that no Noteholder shall affect any subsequent Default or impair have any right consequent theretoto enforce directly any of the rights or the security interests granted by the Security Agreement or the Control Agreement or to require the Collateral Agent to take or refrain from taking any action under the Security Agreement or the Control Agreement.

Acceleration. If any an Event of Default (other than an Event of Default specified referred to in clause (fSection 6.01(d) or (ge)) of Section 6.01 hereof occurs and is continuing with respect to the Company) occurs and is continuing, Notes then in every such case the Trustee or the Holders of at least 2530.0% in aggregate principal amount of all of the then outstanding Notes may declare the principal of, amount of and accrued interest onand unpaid interest, all if any, on the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”if given by Holders), and the same upon any such declaration such principal amount (ior specified amount) shall become immediately due and payable or (ii) accrued and unpaid interest, if there are any amounts outstanding under the Credit Facilitiesany, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 6.01(d) or (ge) shall occur, the principal amount (or specified amount) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on, on all the outstanding Notes 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. At any time after such a declaration of acceleration has been made with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration or acceleration and its consequences with respect to the Notes if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to the Notes (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes, (iiib) the principal amount of the Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent the payment of such interest is lawfullawful and applicable, 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 at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) rate specified in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedNotes. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause clauses (fd) or (ge) of Section 6.01 hereof with respect to the CompanyCompany or the Issuer) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of, of and accrued but unpaid interest on, on all the outstanding Notes of all such series to be due and payable immediately (all such series voting together as a single class) by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fd) or (ge) of Section 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, on all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes of such series (voting as a single class) may rescind and cancel such declaration with respect to the Notes of such series and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest 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 Issuer has paid the Trustee its reasonable and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fd) or (ge) of Section 6.01 hereof, the Trustee shall have received an Officers’ Officer’s 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. For all purposes under this Indenture, if a portion of the principal of any Discount Notes shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 8.1(5) or (g) of Section 6.01 hereof with respect to the Company6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, of and accrued interest on, all to the Notes date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, and the same (i) shall become and be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 8.1(5) or (g6) of Section 6.01 hereof with respect to the Company occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on, all on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived except nonpayment waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities, (b) the principal of principal or interest that any Security which has become due solely because otherwise then by such declaration of the acceleration, and (iiic) 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, ; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) if the Company has paid all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of under Section 6.01 hereof, the Trustee shall 9.7 have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the form of Security attached hereto as Exhibit A, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (f5) or (g6) of Section 6.01 hereof with respect to the Company8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, of and accrued interest on, all to the Notes date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, and the same (i) shall become and be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (f5) or (g6) of Section 6.01 hereof with respect to the Company occurs and is continuing8.1 occurs, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on, all on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) 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, ; (ivc) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesrescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (vd) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the cure or waiver Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of an the Securities, except in the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described Company with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, in clause (f) or (g) of Section 6.01 hereof, which case an equivalent premium shall also become and be immediately due and payable to 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 theretoextent permitted by law.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fh), (i) or (gj)(B)(x) of Section 6.01 hereof above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on, all on the Notes to be immediately due and payable payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately by notice in writing to due and payable. In the Company and the Trustee specifying the respective event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and that it is a “notice continuing, such declaration of acceleration” (acceleration shall be automatically rescinded and annulled if the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur event of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if default triggering such Event of Default is then continuingpursuant to clause (e) shall be remedied or cured by the Company or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (fh), (i) or (gj)(B)(x) of Section 6.01 hereof above occurs with respect to the Company occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on, all on the Notes then outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretocompetent jurisdiction.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 6.01(g) or (g) of Section 6.01 hereof with respect to the Companyh)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Notes outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on, on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 6.01(g) or (gh) of Section 6.01 hereof with respect to occurs, the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At In the event of any time Event of Default specified in Section 6.01(f) occurs, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 20 days after a declaration such Event of acceleration with respect Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described in be annulled, waived or rescinded upon the preceding paragraph, the happening of any such events. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; provided, (iii) to the extent the payment of such interest is lawfulhowever, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) that if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver Notes were accelerated as a result of an Event of Default of the type described in clause (fa) or (gb) of Section 6.01 hereof6.01, Holders of a majority in principal amount of the Trustee shall have received an Officers’ Certificate outstanding Notes must also agree to rescind such acceleration and an Opinion of Counsel that such Event of Default has been cured or waivedits consequences. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (i) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Administrative Agent with the consent of the then outstanding Notes Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Secured Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable or (ii) if there are any amounts outstanding under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Administrative Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. (i) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the "Collateral Shortfall Amount"). If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Administrative Agent with the consent of the then outstanding Notes Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Secured Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable or (ii) if there are any amounts outstanding under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Administrative Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. (i) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee obligations of the Lenders to make Loans hereunder, and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Agent, any LC Issuer, or any Lender. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Agent with the consent of the then outstanding Notes Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Secured Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable or (ii) if there are any amounts outstanding under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (fSection 6.1(h) or (gSection 6.1(i) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee Collateral Agent or the Holders of at least 25% a majority in aggregate principal amount of the Convertible Notes then outstanding Notes outstanding, by written notice to the Issuer (and to the Collateral Agent if the notice is given by the Holders), may declare the principal ofprincipal, interest, fees and accrued interest onother amounts and premiums in respect of the Convertible Notes and other Obligations (including, all without limitation the Notes Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, to the extent then-earned)) to become and shall automatically be immediately due and payable immediately by notice payable. Upon a declaration of acceleration, the principal, interest, fees and other amounts and premiums in writing respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”extent then-earned), and the same (i) shall will become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 6.1(h) or Section 6.1(i) hereof occurs, the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (gincluding, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of Section 6.01 hereof with respect any Administration Fees, to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto extent then-earned)) will become and be immediately due and payable without any declaration or other act on the part of the Trustee Collateral Agent or any Holder. At Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated or otherwise become due prior to their Stated Maturity Date (as defined in the Convertible Notes), in each case, as a result of an Event of Default (including, without limitation, an Event of Default under Section 6.1(h) or Section 6.1(i) hereof (including the acceleration of any time after a declaration portion of the Convertible Notes by operation of law)), the Applicable Redemption Amount shall be due and payable (including any Make-Whole Amounts and Specified Fees (in the case of any Administration Fees, to the extent then-earned)) as though the Convertible Notes had been optionally redeemed on the date of such acceleration and any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount shall constitute part of the Obligations with respect to the Convertible Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as described to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Redemption Amount becomes due and payable, it shall be deemed to be principal of the Convertible Notes, and interest shall accrue on the full principal amount of the Convertible Notes (including any such Make-Whole Amounts and Specified Fees (in the preceding case of any Administration Fees, to the extent then-earned) and any other premiums comprising the Applicable Redemption Amount) from and after the applicable triggering event, including in connection with an Event of Default specified under Section 6.1(h) or Section 6.1(i) hereof. Any such Make-Whole Amounts, Specified Fees and any other premiums comprising the Applicable Redemption Amount payable above shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Convertible Notes and the Issuer and the Guarantors to the extent they provide guarantees for the Obligations agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Convertible Notes or the Obligations are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (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 AMOUNTS IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Applicable Redemption Amount 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 Issuer giving specific consideration in this transaction for such agreement to pay the Applicable Redemption Amount; and (D) the Issuer and any Guarantor shall be estopped from claiming differently than as agreed to in this paragraph, . Each of the Issuer and the Guarantors expressly acknowledge that their agreement to pay the Applicable Redemption Amount to Holders as herein described was a material inducement to investors to acquire the Convertible Notes. The Holders of a majority in principal amount of the outstanding Convertible Notes by written notice to the Issuer and to the Collateral Agent may waive all past Defaults and rescind and cancel such annul a declaration of acceleration and its consequences if: (ix) all existing Events of Default, other than the nonpayment of the principal of, and interest and premium, if any, on, the Convertible Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (y) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretocompetent jurisdiction.

Acceleration. (i) If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Secured Obligations (the “Collateral Shortfall Amount”). If any other Event of Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Administrative Agent with the consent of the then outstanding Notes Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the principal of, and accrued interest on, all the Notes Secured Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable or (ii) if there are any amounts outstanding under this Agreement, make demand on the Credit FacilitiesBorrower to pay, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of Borrower will forthwith upon such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) demand and without any further notice or (g) of Section 6.01 hereof with respect act pay to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all Administrative Agent the outstanding Notes Collateral Shortfall Amount which funds 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. At any time after a declaration of acceleration with respect to the Notes as described deposited in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoFacility LC Collateral Account.

Acceleration. If any (a) Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in clause (fSection 6.01(h) or (gSection 6.01(i) of Section 6.01 hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Notes may declare the principal ofoutstanding, and accrued interest on, all the Notes to be due and payable immediately by written notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” Trustee, may declare one hundred percent (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g100%) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs with respect to the Company (and not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of the principal of, and accrued and unpaid interest on, all the Securities 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the extent Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the payment Events of Default that were the subject of such interest is lawful, interest on overdue installments of interest acceleration shall cease to exist 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall deemed to 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 theretofor every purpose.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.7 or (g) of Section 6.01 hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee or the Holders of at least 25% in principal amount obligations of the then outstanding Notes Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, and accrued interest on, all the Notes Facility Obligations to be due and payable immediately by notice in writing payable, or both, whereupon if the Required Lenders elected to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same accelerate (i) the Facility Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if there are any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts outstanding owed by the Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit Facilitieshas not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become immediately due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and payable upon shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the first Administrative Agent to occur of an acceleration reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit Facilities and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or five Business Days after receipt by termination of the Company and obligations of the Representative under the Credit Facilities Lenders to make Loans hereunder as a result of such Acceleration Notice but only if such Event of any Default is then continuing. If an Event of (other than any Default specified as described in clause (f) Section 7.7 or (g) of Section 6.01 hereof 7.8 with respect to the Company occurs Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe Facility Obligations due shall have been obtained or entered, 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 (v) in the event all of the cure or waiver of an Event of Default of the type described Lenders (in clause (ftheir sole discretion) or (g) of Section 6.01 hereofshall so direct, the Trustee shall have received an Officers’ Certificate Administrative Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee or obligations of the Holders Lenders to make Loans and to issue Facility Letters of at least 25% in principal Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the then outstanding Notes date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, and accrued interest on, all the Notes Facility Obligations to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)payable, and the same or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if there are any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts outstanding owed by the Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit Facilitieshas not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become immediately due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and payable upon shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the first Administrative Agent to occur of an acceleration reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit Facilities and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or five Business Days after receipt by termination of the Company and obligations of the Representative under the Credit Facilities Lenders to make Loans hereunder as a result of such Acceleration Notice but only if such Event of any Default is then continuing. If an Event of (other than any Default specified as described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 with respect to the Company occurs Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe Facility Obligations due shall have been obtained or entered, 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 (v) in the event all of the cure or waiver of an Event of Default of the type described Lenders (in clause (ftheir sole discretion) or (g) of Section 6.01 hereofshall so direct, the Trustee shall have received an Officers’ Certificate Administrative Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Sections 7.7 or (g) of Section 6.01 hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee or the Holders of at least 25% in principal amount obligations of the then outstanding Notes Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, and accrued interest on, all the Notes Facility Obligations to be due and payable immediately by notice in writing payable, or both, whereupon if the Required Lenders elected to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same accelerate (i) the Facility Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives and (ii) if there are any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts outstanding owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit Facilitieshas not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become immediately due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and payable upon shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the first Administrative Agent to occur of an acceleration reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingassociated issuance costs and fees. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premiumSuch funds, if any, and accrued and unpaid interest onremaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, all unless the outstanding Notes shall ipso facto become and Administrative Agent is otherwise directed by a court of competent jurisdiction, be immediately due and payable without any declaration or other act on the part promptly paid over to Borrower. If, within 10 days after acceleration of the Trustee maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Holder. At Default (other than any time after a declaration of acceleration Default as described in Sections 7.7 or 7.8 with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind Borrower) and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe Facility Obligations due shall have been obtained or entered, 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 (v) in the event all of the cure or waiver of an Event of Default of the type described Lenders (in clause (ftheir sole discretion) or (g) of Section 6.01 hereofshall so direct, the Trustee shall have received an Officers’ Certificate Administrative Agent shall, by notice to Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes Notes, by written notice to the Issuers and the Trustee, may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts the outstanding under principal amount of all the Credit FacilitiesNotes then outstanding, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and plus premium, if any, and accrued and but unpaid interest onto the date of acceleration, all the outstanding Notes in which event such amounts shall ipso facto become and be immediately due and payable. In case an Event of Default specified in Section 6.01(7) or (8) with respect to either Issuer occurs, such then outstanding principal amount, premium, if any, and interest with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes. After any Holder. At any time after such acceleration but before a declaration of judgment or decree based on acceleration with respect to is obtained by the Notes as described in the preceding paragraphTrustee, the Holders holders of a majority in aggregate principal amount of outstanding Notes by notice to the Notes Trustee may rescind and cancel such declaration acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except Default, other than the nonpayment of accelerated then outstanding principal amount, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (iiiii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue principalthen outstanding principal amount, premium, if any, or interest, which has become due otherwise than by such declaration of acceleration, has been paid, (iviii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; , (iv) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause (fSection 6.01(7) or (g) of Section 6.01 hereof8), the Trustee shall have has received an Officers’ Officer's Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event (a) In the case of Default (other than an Event of Default specified in arising from clause (fix) or (gx) of Section 6.01 hereof with respect to the Company) , any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest oninterest, all the outstanding Notes if any, shall ipso facto become and be immediately due and payable without any declaration immediately. The Trustee has no duty or other act on the part obligation to determine whether an Event of Default has occurred as a result of the Trustee events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or any Holder. At any time after a (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes as described in the preceding paragraph, may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences by written notice to the Trustee if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of 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; advances and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause clauses (fix) or and (gx) of Section 6.01 hereof, the Trustee shall have has received an Officers’ Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in arising from clause (fix) or (gx) of Section 6.01 hereof with respect to the Company) , any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest oninterest, all the outstanding Notes if any, and Additional Interest, if any, shall ipso facto become and be immediately due and payable without any declaration immediately. The Trustee has no duty or other act on the part obligation to determine whether an Event of Default has occurred as a result of the Trustee events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or any Holder. At any time after a (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes as described in the preceding paragraph, may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences by written notice to the Trustee if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of 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; advances and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause clauses (fix) or and (gx) of Section 6.01 hereof, the Trustee shall have has received an Officers’ Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f11) or (g12) of Section 6.01 hereof (“Events of Default”) hereof, with respect to the CompanyCompany or any Restricted Subsidiary, as applicable, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the outstanding Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)cash, and Holders of the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit FacilitiesNotes will be entitled, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities notwithstanding such acceleration, maturity of such Acceleration Notice but only if such Event Notes or the commencement of Default is then continuing. If an Event bankruptcy, insolvency or liquidation proceedings or any other event of Default specified the nature described in clause (f11) or (g12) above, and irrespective of Section 6.01 hereof with respect how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company occurs and is continuingredeemed the Notes at its option at such time pursuant to Section 3.07 hereof, then all unpaid which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and premium, if any, and accrued and unpaid interest oninterest, all the outstanding Notes shall ipso facto become and be immediately due and payable if any, to, such time, without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect prejudice to the Notes as described in the preceding paragraph, the rights of such Holders of a majority in principal amount of the Notes may rescind to receive any further accrued and cancel unpaid interest from such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) date to the extent the payment date 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretopayment.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (f7) or (g) 8) of Section 6.01 hereof that occurs with respect to the Parent Company, the Company or a Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may declare the principal of, premium, if any, and accrued interest on, all on the Notes to be immediately due and payable payable. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately by notice in writing to due and payable. In the Company and the Trustee specifying the respective event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and that it is a “notice continuing, such declaration of acceleration” (acceleration shall be automatically rescinded and annulled if the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur event of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if default triggering such Event of Default is then continuingpursuant to clause (5) of Section 6.01 shall be remedied or cured by the Parent Company, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f7) or (g) 8) of Section 6.01 hereof above occurs with respect to the Parent Company, the Company occurs and is continuingor any Significant Subsidiary, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on, all on the Notes then outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Company and to the Trustee, may waive all past Defaults with respect to the Notes may and rescind and cancel such annul a declaration of acceleration and its consequences if (i1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (2) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. Promptly following any such rescission, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) Company shall pay 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 Trustee all amounts owing to the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of under Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that 7.07 related to such Event of Default has been cured and acceleration, including all sums paid or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoadvanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof hereof, with respect to the Company) , any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to immediately. Such acceleration will not be effective until the Company and earlier of (1) the Trustee specifying the respective Event acceleration of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company and the Representative under the Credit Facilities of written notice of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to acceleration, at which time the Company occurs and is continuingprincipal, then all unpaid principal of, and premium, if any, interest and accrued and unpaid interest on, any other monetary obligations on all the then outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences (i) under this Indenture, if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal of, premium on, if any, or interest interest, if any, on the Notes 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 have been cured or waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid all sums owing to the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in pursuant to Section 7.07 hereof. In the event of the cure or waiver of an any Event of Default of the type described specified in clause (fSection 6.01(4) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or waived. No the Holders, if within 30 days after such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.arose:

Acceleration. If any an Event of Default (other than an Event of Default specified described in clause (f) or (g7) of Section 6.01 hereof with respect to the Company6.1) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders holders of at least 25% in principal amount of the then outstanding Notes may by notice to the Issuer and the Trustee, may, and the Trustee at the written request of such holders shall, declare the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying the respective Notes because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto 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 it is a “notice became due solely because of acceleration” (the “Acceleration Notice”)acceleration of the Notes, and the same have been cured or waived. If (i) shall become immediately due an Event of Default described in clause (7) of Section 6.1 above occurs and payable is continuing or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect pursuant to the Company occurs terms of the Existing Intercreditor Agreement, any indebtedness that is a beneficiary of the Existing Intercreditor Agreement and which is continuingsecured on a prior basis to the Notes delivers an Enforcement Notice (as defined in the Existing Intercreditor Agreement) to the Trustee pursuant to the terms of the Existing Intercreditor Agreement, then all unpaid in each case, the principal of, and premium, if any, and accrued and unpaid interest on, on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoholders.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (fe) or (gf) of Section 6.01 hereof hereof, with respect to the Company) Company or any Subsidiary of the Company that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Securities of any series will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities of any such series then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately hereunder (each such series treated as a separate class) by notice in writing to the Company (and to the Trustee specifying if given by Securityholders), may declare the respective Event entire principal (or, if the Securities of Default and that it is a “notice any such series are Original Issue Discount Securities, such portion of acceleration” (the “Acceleration Notice”)principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, and the same (i) shall become immediately due and payable or (ii) interest accrued thereon, if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal ofany, and premium, if any, to be due and accrued payable immediately, and unpaid interest on, all upon any such declaration the outstanding Notes same shall ipso facto become and be immediately due and payable without any declaration or other act on payable. The foregoing provision, however, is subject to the part of the Trustee or any Holder. At condition that if, at any time after a declaration the principal (or, if the Securities are Original Issue Discount Securities, such portion of acceleration with respect to the Notes principal as described may be specified in the preceding paragraph, the Holders of a majority in principal amount terms thereof established pursuant to Section 2.03) of the Notes Securities of any series (or of all the Securities, as the case may rescind be) shall have been so declared or become due and cancel such declaration payable, and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe moneys due shall have been obtained by the Trustee as hereinafter provided, interest on the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all overdue installments of interest or other payments with respect to coupons on all the Securities of each such series (or of all the Securities, as the case may be) and overdue principalthe principal of, premium, if any, and interest on any and all Securities of each such series (or of all the Securities, as the case may be) which has shall have become due otherwise than by such declaration and acceleration (with interest upon such overdue installments of interest or other payments with respect to principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest or other payments with respect to coupons on all Securities of each series, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, has shall have been paidcured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that have been accelerated (iv) if voting as a single class), by written notice to the Company has paid and to the Trustee Trustee, may waive all Defaults with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its reasonable compensation consequences, but no such waiver or rescission and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure annulment shall extend to or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 shall impair any right consequent theretothereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest or premium, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Acceleration. (a) If any an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 12 (other than an Event of Default specified described in clause (fi) or of paragraph (g) or described in clause (vi) of Section 6.01 hereof with respect to paragraph (g) by virtue of the Companyfact that such clause encompasses clause (i) occurs of paragraph (g)) has occurred, the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Trustee Required Holders, by notice, may declare the Notes to be immediately due and payable. Upon the Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, the Holders of at least 25% in Notes will forthwith mature and the entire unpaid principal amount of the then outstanding Notes may declare the principal ofNotes, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are including any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and applicable premium, if any, and plus all accrued and unpaid interest onthereon (including interest accrued thereon at the Default Rate), shall all the outstanding Notes shall ipso facto become and be immediately due and payable payable, in each and every case without any declaration presentment, demand, protest or other act on further notice, all of which are hereby waived; provided, that for the part avoidance of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphdoubt, the Holders of a majority amounts contemplated by 8.1(b) shall be payable in principal amount each case whether or not any payment, prepayment or redemption of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with is as a result of any judgment Event of Default, any voluntary, involuntary or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because automatic acceleration of the accelerationNotes and/or the exercise of remedies by any holder thereof after September 30, (iii) 2020; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note as the extent result of the early 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 termination and the Company has paid agrees that it is reasonable under the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedcircumstances. No such rescission shall affect any subsequent Default or impair any right consequent thereto13.2.

Acceleration. If any an Event of Default (other than excluding an Event of Default specified in clause (fSection 5.01(viii) or (gix) of Section 6.01 hereof with respect to the Company (but including an Event of Default specified in Section 5.01(viii) or (ix) hereof solely with respect to a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and the Trustee, may declare the Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all the Notes to Securities shall be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 5.01(viii) or (gix) of Section 6.01 hereof with respect to the Company occurs and is continuing(excluding, then all unpaid for purposes of this sentence, an Event of Default specified in Section 5.01(viii) or (ix) hereof solely with respect to a Significant Subsidiary of the Company) occurs, the principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes Securities 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (iA) if the rescission would not conflict with any judgment order or decree, (iiB) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretowaived and (C) all amounts due to the Trustee under Section 607 of Base the Indenture have been paid.

Acceleration. If any (a) Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in clause (fSection 6.01(h) or (gSection 6.01(i)) of Section 6.01 hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Notes may declare the principal ofoutstanding, and accrued interest on, all the Notes to be due and payable immediately by written notice in writing to the Company and the Trustee specifying Trustee, may declare 100% of the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall ipso facto be due and payable immediately. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, 100% of the principal of, and accrued and unpaid interest 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration or annul an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the extent Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the payment Events of Default that were the subject of such interest is lawfulacceleration shall cease to exist and deemed to have been cured for every purpose. Notwithstanding anything to the contrary herein, interest on overdue installments of interest and overdue principal, which has become due otherwise than by no 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 (v) in the event of the cure rescission and/or annulment shall extend to or waiver of an shall affect any Default or Event of Default resulting from (i) the nonpayment of the type described in clause principal (fincluding the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Securities, (ii) a failure to repurchase any Securities when required or (giii) of Section 6.01 hereofa failure to pay or deliver, as the case may be, the Trustee shall have received an Officers’ Certificate and an Opinion consideration due upon conversion 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 theretothe Securities.

Acceleration. If any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in under clause (fd) or (ge) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of, and any accrued interest on, all the Notes to be Debentures of that series due and payable immediately, provided that in the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Preferred Securities of that Trust shall have the right to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable by delivering a notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingTrustee. If an Event of Default specified in clause (fd) or (ge) of Section 6.01 hereof with respect to occurs, the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and any accrued and unpaid interest on, all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, at any time after the principal of the Debentures of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a declaration sum sufficient to pay all matured installments of interest upon all the Debentures of that series and the principal of and premium, if any, on all Debentures of that series which shall have become due otherwise than by acceleration (with respect interest upon such principal and premium, if any, and, to the Notes extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as described provided in the preceding paragraphSection 6.04, then and in every such case the Holders of at least a majority in aggregate principal amount of the Notes Debentures of that series then outstanding (subject to, in the case of any series of Debentures held as assets of a Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such Trust as may be required under the Declaration of Trust of such Trust), by written notice to the Company and to the Trustee, may rescind and cancel annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events respect to that series of Default have been cured or waived except nonpayment of principal or interest 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 advancesDebentures; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, of and accrued interest on, on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same same: (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit FacilitiesFacility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or Facility and five Business Days after receipt by the Company and the Representative under the Credit Facilities Facility of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, on all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or of, premium, if any, and interest on the Notes 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in under clause (fd) or (ge) of Section 6.01 hereof with respect to the Company) 6.1 occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of, and any accrued interest on, all the Notes to be Debentures of that series due and payable immediately by notice to the Company (and to the Trustee if given by Holders); provided that in writing the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Capital Securities of that Trust shall have such right by a notice to the Company and the Trustee specifying the respective Event Trustee. Upon any such declaration such series of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Debentures shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fd) or (ge) of Section 6.01 hereof with respect to 6.1 occurs, the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and any accrued and unpaid interest on, all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, at any time after the principal of the Debentures of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a declaration sum sufficient to pay all matured installments of interest upon all the Debentures of that series and the principal of and premium, if any, on all Debentures of that series which shall have become due otherwise than by acceleration (with respect interest upon such principal and premium, if any, and, to the Notes as described extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on or otherwise prescribed therefor in the preceding paragraphDebentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.7, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.4, then and in every such case the Holders of at least a majority in aggregate principal amount of the Notes Debentures of that series then outstanding, by written notice to the Company and to the Trustee, may on behalf of all of the Holders of such series of Debentures rescind and cancel annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events respect to that series of Default have been cured or waived except nonpayment of principal or interest 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 advancesDebentures; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.7 or (g) of Section 6.01 hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee or the Holders of at least 25% in principal amount obligations of the then outstanding Notes Lenders to make Loans hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, and accrued interest on, all the Notes Facility Obligations to be due and payable immediately by notice in writing payable, or both, whereupon if the Required Lenders elected to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same accelerate (i) the Facility Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if there are any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts outstanding owed by the Borrower and any Subsidiary Guarantor under the Credit FacilitiesLoan Documents. If, shall become immediately due and payable upon within 10 days after acceleration of the first maturity of the Facility Obligations or termination of the obligations of the Lenders to occur make Loans hereunder as a result of an acceleration under the Credit Facilities any Default (other than any Default as described in Section 7.7 or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof 7.8 with respect to the Company occurs Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe Facility Obligations due shall have been obtained or entered, 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 (v) in the event all of the cure or waiver of an Event of Default of the type described Lenders (in clause (ftheir sole discretion) or (g) of Section 6.01 hereofshall so direct, the Trustee shall have received an Officers’ Certificate Administrative Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) Securities of any Series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately Securities of that Series by notice in writing to the Company and the Trustee specifying Trustee, may declare that the respective Event principal of Default and accrued interest (or, if any of the Securities of that it is a “notice Series are original issue discount Securities, such portion of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities principal amount of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default Securities as may be specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premiumterms thereof), if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately. Upon such declaration, such principal (or other act on the part of the Trustee or any Holderspecified amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes outstanding Securities of that Series by notice to the Company and the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except (other than nonpayment of principal principal, interest or interest premium, if any, that has become due solely because of such acceleration) have been cured or waived. Notwithstanding any provisions to the contrary contained in this Section 6.02 and in addition thereto, upon receipt by the Trustee of any declaration of acceleration, (iii) or rescission and annulment thereof, with respect to Securities of a Series all or part of which is represented by a Global Security, the extent the payment Trustee shall establish a record date for determining Holders of outstanding Securities of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by Series entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such Holders, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided, however, that unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration, or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment thereof, which has been paidcancelled pursuant to the proviso to the preceding sentence, (iv) if in which event a new record date shall be established pursuant to the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event provisions of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of this Section 6.01 hereof, 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 thereto6.02.

Acceleration. If any Event of Default (other than an Event ------------ of Default specified in clause (fSection 6.01(g) or (gSection 6.01(h) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, then and in every such case, the Trustee or by a notice in writing to the Company may, and at the direction of the Holders of at least 25% in not less than 25 percent of the outstanding aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by a notice in writing to the Company and the Trustee specifying Trustee, shall declare the respective Event of Default Amount and that it is a “notice of acceleration” (the “Acceleration Notice”), any accrued and the same (i) shall become unpaid interest on all Notes then outstanding to be immediately due and payable or (ii) if there are payable. Upon any amounts such declaration, such Default Amount and any accrued and unpaid interest on all Notes then outstanding under the Credit Facilities, shall will become and be immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 6.01(g) or (gSection 6.01(h) of Section 6.01 hereof with respect to occurs, the Company occurs Default Amount and is continuing, then all unpaid principal of, and premium, if any, and any accrued and unpaid interest on, on all the Notes then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) hereof shall be remedied, or cured, or waived by the holders of the relevant Indebtedness, within 60 calendar days after such event of default; provided no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as hereinafter in this Article VI provided. At any time after a declaration of acceleration with respect to Notes has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article VI provided, the Holders of a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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.if,

Acceleration. If any an Event of Default (other than an Event of Default specified in clause clauses (f) 8) or (g9)) of under Section 6.01 hereof with respect to the Company) 7.01 occurs and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in of the principal amount of the then outstanding Notes Securities may declare the unpaid principal ofof and premium, if any, and accrued and unpaid interest on, all the Notes Securities then outstanding to be due and payable immediately payable, by a notice in writing to the Company (and to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”Trustee, if given by Holders), and the same (i) upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable payable, notwithstanding anything contained in this Indenture or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon Securities to the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingcontrary. If an Event of Default specified in clause clauses (f) 8) or (g9) of Section 6.01 hereof with respect to the Company occurs and is continuing7.01 occurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the Securities then outstanding Notes shall ipso facto will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after The Holders of a majority of the principal amount of the outstanding Securities, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences if (i1) if the rescission would not conflict Company or any Subsidiary Guarantor has paid or deposited with any judgment or decreesuch Trustee a sum sufficient to pay (A) all overdue installments of interest on all the Securities, (iiB) the principal of, and premium, if all existing Events of Default any, on any Securities that have been cured or waived except nonpayment of principal or interest that has become due solely because otherwise than by such declaration of acceleration and interest thereon at the accelerationrate or rates prescribed therefor in the Securities, (iiiC) to the extent the that payment of such interest is lawful, interest on overdue installments of the defaulted interest at the rate or rates prescribed therefor in the Securities, and overdue principal, which has become due otherwise than (D) all money paid or advanced by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its thereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advances; and (v) in the event advances of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofTrustee, 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.its agents and

Acceleration. If any an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in clause (fSection 6.01(d) or (ge)) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes of that Series may declare the principal of, amount of and accrued interest onand unpaid interest, if any, on all of the Notes of that Series to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”if given by Holders), and the same upon any such declaration such principal amount (ior specified amount) shall become immediately due and payable or (ii) accrued and unpaid interest, if there are any amounts outstanding under the Credit Facilitiesany, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 6.01(d) or (ge) shall occur, the principal amount (or specified amount) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on, on all the outstanding Notes 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. At any time after such a declaration of acceleration with respect to the Notes as described in the preceding paragraphany Series has been made, the Holders of a majority in principal amount of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to that Series (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes of such Series, (iiib) the principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent the payment of such interest is lawfullawful and applicable, 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 at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) rate specified in the event Notes of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedSeries. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. If Upon the happening of any Event of Default (other than an Event of Default as specified in clause Section 6.01(e) or (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing), the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Notes may declare the principal ofoutstanding, and accrued interest on, all the Notes to be due and payable immediately by written notice in writing to the Company Trustee and the Trustee Company, in each case specifying the respective Event of Default and that it is a “"notice of acceleration” (", may declare the “Acceleration Notice”)Accreted Value of all of the Securities to be due and payable immediately, and upon which declaration, all amounts payable in respect of the same (i) Securities shall become immediately due and payable payable, notwithstanding anything contained in the Securities or (ii) if there are any amounts outstanding under this Indenture to the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingcontrary. If an Event of Default specified in clause Section 6.01(e) or (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes such amount shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of Securities. At any time after a declaration of acceleration with respect to the Notes Securities as described in the preceding paragraph, but before a judgment or decree of money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount at maturity of the Notes Securities then outstanding, by written notice to the Company and the Trustee, may rescind and cancel such declaration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) if all sums paid or advanced by the rescission would not conflict with any judgment or decreeTrustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) interest, if all existing Events any, at the rate of Default have been cured or waived except nonpayment of principal or interest 15% per annum that has become due solely because accrued on the Accreted Value of all Securities from the accelerationdate of such declaration to the date of such payment or deposit with the Trustee, (iii) to the extent the payment Accreted Value of such interest is lawful, interest on overdue installments of interest and overdue principal, any Securities which has have become due otherwise than by such declaration of acceleration, has been paid, and (iv) to the extent that payment of such interest is lawful, interest, if any, at the Company rate of 15% per annum that has paid accrued on the Trustee its reasonable compensation and reimbursed Accreted Value of any Securities which have become due otherwise than by such declaration of acceleration; (b) the Trustee for its expenses, disbursements and advancesrescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (vc) in all Events of Default, other than the event non-payment of principal of, and interest, if any, on the cure or waiver Securities that have become due solely by such declaration of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofacceleration, 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 Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 6.01(6) or (g7) in respect of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by written Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then Securities at the time outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event Issue Price plus accrued Original Issue Discount through the date of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)declaration, and any accrued and unpaid interest (including contingent interest) through the same (i) shall become date of such declaration, on all the Securities to be immediately due and payable or payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (ii) including contingent interest), if there are any amounts outstanding under the Credit Facilitiesany, shall become immediately be due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 6.01(6) or (g7) occurs in respect of Section 6.01 hereof with respect to the Company occurs and is continuing, then all the Issue Price plus accrued Original Issue Discount plus accrued and unpaid principal of, and premiuminterest (including contingent interest), if any, and accrued and unpaid interest on, on all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Notes Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due 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 Trustee under Section 7.07 have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any an Event of Default (other than an Event of Default specified in clause clauses (fd) or (ge) of Section 6.01 hereof with respect to the Company) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of, of and accrued but unpaid interest on, on all the outstanding Notes of all such series to be due and payable immediately (all such series voting together as a single class) by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fd) or (ge) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, on all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes of such series (voting as a single class) may rescind and cancel such declaration with respect to the Notes of such series and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest 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 and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fd) or (ge) of Section 6.01 hereof, the Trustee shall have received an Officers’ Officer’s 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. For all purposes under this Indenture, if a portion of the principal of any Discount Notes shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee obligations of the Lenders to make Loans and to participate in Facility Letters of Credit hereunder, and the obligation of the Issuer to issue Facility Letters of Credit hereunder, shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the Issuer or any Lender. If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Agent with the consent of the then outstanding Notes Required Lenders) (i) may terminate or suspend the obligations of the Lenders to make Loans and to purchase participation in Facility Letters of Credit hereunder, (ii) may terminate or suspend the obligations of the Issuer to issue Facility Letters of Credit hereunder, and/or (iii) declare the principal of, and accrued interest on, all the Notes Obligations to be due and payable immediately by notice in writing to payable, whereupon the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If, within 15 days after (x) acceleration of the maturity of the Obligations, (y) termination of the obligations of the Issuer to issue Facility Letters of Credit hereunder or (iiz) if there are termination of the obligations of the Lenders to make Loans hereunder as a result of any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities Default (other than any Default as described in Section 7.6 or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof 7.7 with respect to the Company occurs Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If Subject to the rights of the Bond Insurer set forth in Section 10.03 and Section 12.04, upon the occurrence and continuance of any Event of Default described in clause (other a), (b), (c), (d), (e), (h) or (i) of the preceding paragraph and further upon the condition that if any First Mortgage Bonds shall have been delivered, all first mortgage bonds outstanding under the First Mortgage shall have become immediately due and payable in accordance with the terms of the First Mortgage, the Trustee may, and at the written request of Bondholders of not less than 25% in principal amount of the Bonds then outstanding shall, by written notice to the Authority and to the Company declare the Bonds to be immediately due and payable, whereupon, and upon the occurrence of an Event of Default as specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, preceding paragraph without any further notice or action by the Trustee or the Holders of at least 25% in principal amount of Authority, the then outstanding Notes may declare the principal ofBonds shall, and accrued interest onwithout further action, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without payable, any declaration provisions hereof or other act on the part of Bonds to the contrary notwithstanding, and the Trustee or any Holder. At any time after a declaration shall give notice of acceleration with respect to the Notes as described in Authority, and shall give notice thereof by mail to the Bondholders. The provisions of the preceding paragraph, however, are subject to the Holders of a majority in condition that if, after the principal amount of the Notes may rescind Bonds shall have been so declared to be due and cancel payable, and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, the Company or the Authority shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified herein) and such amounts as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee and any paying agent, tender agent and registrar, and all Events of Default hereunder other than nonpayment of the principal of Bonds which shall have become due by said declaration shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences (i) if the rescission would not conflict with any judgment or decreerescinded and annulled, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate promptly give written notice of such waiver, rescission or annulment to the Authority and an Opinion of Counsel that the Company, and shall give notice thereof to the Bondholders; but no such Event of Default has been cured waiver, rescission and annulment shall extend to or waived. No such rescission shall affect any subsequent Event of Default or impair any right or remedy consequent theretothereon; provided, however, that if any First Mortgage Bonds shall have been delivered in connection with the Bonds, any waiver of “default” under the First Mortgage and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under this Agreement and a rescission and annulment of the consequences thereof, and the Trustee shall promptly give written notice of such waiver, rescission and annulment to the Authority and the Company, and notice to the Bondholders in the same manner as a notice of redemption under Section 4.04; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or Event of Default or impair any right or remedy consequent thereon.

Acceleration. If Notwithstanding the vesting schedules of the Initial Option and any Additional Options, upon an Acceleration Event (as defined below), the vesting schedule of Default (other than an Event of Default specified the Initial Option and any Additional Options shall be accelerated in clause (f) or (g) of Section 6.01 hereof full and the Initial Option and any Additional Options shall be immediately exercisable with respect to the Companyfull number of Initial Shares and Additional Shares, respectively. An “Acceleration Event” means, regardless of form thereof, consummation of (a) occurs and is continuing, the Trustee sale of all or the Holders of at least 25% in principal amount substantially all of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to assets of the Company Entities on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation in which the outstanding shares of capital stock of the Ultimate Corporate Parent are converted into or exchanged for securities of the successor entity and the Trustee specifying holders of the respective Event Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a majority of Default and that it is the outstanding voting power of the successor entity immediately upon completion of such transaction, (c) the sale of all or a majority of the outstanding capital stock of the Ultimate Corporate Parent in a single transaction or series of related transactions to an unrelated person or entity, (d) any other transaction in which the owners of the Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction (the events described in clauses (a) through (d), a “notice of acceleration” Sale”) or (the “Acceleration Notice”), and the same e) an IPO in connection with which (i) shall become immediately due the Director ceases to serve as the Chairman of the Ultimate Corporate Parent Board (or, in the event that the Restructuring has not been completed, of the LLC Parent Board or its successor entity) and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due Ultimate Corporate Parent (or the LLC Parent or its successor entity) does not offer to engage the Director as an advisor through the date that is four (4) full years after the Vesting Commencement Date on fair and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company reasonable terms and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premiuma manner that, if anyDirector were to accept such offer, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described would result in the preceding paragraph, Initial Option and any Additional Options continuing to vest following the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) Director ceasing 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoserve as Chairman.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or and five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the Company New Credit Facility, upon a declaration of acceleration by the holders of the Notes or the Trustee, all principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) interest under this Indenture shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately be due and payable upon the first to occur earlier of an acceleration under (x) the Credit Facilities or day five Business Days after receipt by the Company provision to the Company, the Credit Agent and the Representative Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the New Credit Facilities Facility; and provided, further, that in the event of such Acceleration Notice but only if such Event of Default is then continuing. If an acceleration based upon an Event of Default specified set forth in clause (fvi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default as described in (gviii) and (ix) of Section 6.01 hereof 6.1 hereof, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the Company occurs and is continuingoptional redemption provisions of Section 3.7(a) hereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes an equivalent premium shall ipso facto also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent permitted by law upon 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 (v) in the event acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described Company with the intention of avoiding the prohibition on redemption of the Notes prior to March 15, 2003, then the amount payable in clause (f) or (g) respect of Section 6.01 hereofsuch Notes for purposes of this paragraph for each of the twelve-month periods beginning on March 15 of the years indicated below shall be set forth below, expressed as percentages of the Trustee shall have received an Officers’ Certificate principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and an Opinion unpaid interest and Liquidated Damages, if any, to the date 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.payment: Year Percentage ---- ---------- 1998............................................109.250% 1999............................................108.325% 2000............................................107.400% 2001............................................106.475% 2002............................................105.550%

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 7.01(k) or (gl) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company and the Trustee, or the Holders holders of at least 25% in principal amount of the outstanding Notes then outstanding Notes hereunder determined in accordance with Section 9.04 by notice to the Company, may declare the principal of, of and accrued interest on, but unpaid Interest on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) interest shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 7.01(k) or (gl) of Section 6.01 hereof with respect to the Company occurs occurs, the principal of and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, Interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. At This provision, 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 declaration sum sufficient to pay all matured installments of Interest upon all Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration (with respect interest on overdue installments of 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, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 8.07, and if any and all defaults under this Indenture, other than the nonpayment of principal of and accrued Interest on Notes as described which shall have become due by acceleration, shall have been cured or waived pursuant to Section 7.05, then and in every such case the preceding paragraph, the Holders 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 and rescind and cancel annul such declaration and its consequences (i) if the consequences; but no such waiver or rescission would not conflict with and annulment shall extend to or shall affect any judgment subsequent default or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) Default, or (g) of Section 6.01 hereof, shall impair any right consequent thereon. In case 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 proceeded to enforce any right consequent theretounder this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the holders of Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the holders of Notes, and the Trustee shall continue as though no such proceeding had been taken.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.7 or (g) of Section 6.01 hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee or the Holders of at least 25% in principal amount obligations of the then outstanding Notes Lenders to make Loans and hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, and accrued interest on, all the Notes Obligations to be due and payable immediately by notice in writing payable, or both, whereupon if the Required Lenders elected to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same accelerate (i) the Obligations shall become immediately due and payable payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if there are any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts outstanding owed by the Borrower and any Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit Facilitieshas not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become immediately due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and payable upon shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the first Administrative Agent to occur of an acceleration reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit Facilities and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Obligations or five Business Days after receipt by termination of the Company and obligations of the Representative under the Credit Facilities Lenders to make Loans hereunder as a result of such Acceleration Notice but only if such Event of any Default is then continuing. If an Event of (other than any Default specified as described in clause (f) Section 7.7 or (g) of Section 6.01 hereof 7.8 with respect to the Company occurs Borrower) and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe Obligations due shall have been obtained or entered, 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 (v) in the event all of the cure or waiver of an Event of Default of the type described Lenders (in clause (ftheir sole discretion) or (g) of Section 6.01 hereofshall so direct, the Trustee shall have received an Officers’ Certificate Administrative Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof hereof, with respect to Parent, the Company) , any Restricted Subsidiary of Parent or the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the all outstanding principal of, and accrued interest on, all of the Notes and any accrued but unpaid interest thereon to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences (i) hereunder, if the rescission would not conflict with any judgment or decree, (ii) if all existing Events except a continuing Default or Event of Default have been cured in the payment of principal of, premium on, if any, or waived interest, if any, on, the Notes (except nonpayment of principal of, premium on, if any, or interest on, the Notes 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 if all sums paid or advanced by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its hereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advances; advances of the Trustee, its agents and (v) in counsel have been paid. In the event of a declaration of acceleration of the cure or waiver of Notes because an Event of Default has occurred and is continuing as a result of the type acceleration of any Indebtedness described in clause Section 6.01(4) hereof (f) excluding any resulting payment default under this Indenture or (g) of Section 6.01 hereofthe Notes), the Trustee declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have received an Officers’ Certificate rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration of acceleration of the Notes, and an Opinion if the annulment of Counsel the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that such Event became due solely because of Default has the acceleration of the Notes, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived and all amounts owing to the Trustee have been paid.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 7.01(f) or (gSection 7.01(g) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying Guarantor, or the respective Event Holders of Default and that it is a “not less than 25% of the aggregate principal amount of the Securities then outstanding by written notice of acceleration” (to the “Acceleration Notice”)Company, the Guarantor and the same (i) shall become Trustee, may declare the principal amount of the Securities, together with accrued and unpaid interest thereon, if any, immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilitiespayable. Upon such a declaration, such principal and interest shall become be immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 7.01(f) or (gSection 7.01(g) hereof occurs, the maturity of Section 6.01 hereof all outstanding Securities shall automatically be accelerated and the principal amount of the Securities, together with respect to the Company occurs accrued and is continuing, then all unpaid principal of, and premiuminterest thereon, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part payable. The right of the Trustee or any HolderHolders to give such acceleration notice shall terminate if the event giving rise to such right has been cured before such right is exercised. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes outstanding Securities by written notice to the Company and the Guarantor may annul and rescind and cancel such any declaration and its consequences of acceleration if (ia) if all amounts then due with respect to the rescission would not conflict with any judgment or decree, Securities are paid (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become other than amounts due solely because of the accelerationsuch declaration), (iiib) all other defaults with respect to the extent the payment of such interest is lawful, interest on overdue installments of interest Securities are cured and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (ivc) if the Company or the Guarantor has paid deposited with the Trustee its reasonable compensation and reimbursed a sum sufficient to pay all amounts owed to the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of pursuant to Section 6.01 8.06 hereof, 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. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) Notes occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare the principal of, of and accrued interest onand Liquidated Damages, if any, on all the Notes to be due and payable immediately by notice in writing to the Company immediately. Upon such a declaration such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest onLiquidated Damages, all the outstanding Notes if any, shall ipso facto become and be immediately due and payable without any declaration or other act on immediately. Subject to the part provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any Holderof the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it. At any time after such a declaration of acceleration with respect to and before a judgment or decree for payment of the Notes as described in the preceding paragraphmoney due has been obtained, the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Company and the Trustee may rescind on behalf of all Holders an acceleration (and cancel upon such declaration rescission any Event of Default caused by such acceleration shall be deemed cured) with respect to the Notes and its consequences (i) if all existing Events of Default with respect to the Notes have been cured or waived, if the rescission would not conflict with any judgment or decree, (ii) and if all existing Events of Default have been cured sums paid or waived except nonpayment of principal or interest 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 advanced by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its hereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advances; and (v) in the event advances of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofTrustee and its agents and counsel, and all other amounts due to the Trustee shall and any predecessor Trustee under Section 7.7 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 theretomade.

Acceleration. If any Event In case one or more Events of Default shall have occurred and be continuing (other than an Event of Default specified in clause (fSection 6.01(h) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, any of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary), either the Trustee by notice in writing to the Company, or the Holders of at least 2530% in aggregate principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Company and the Trustee, may declare 100% of the principal of, and accrued interest and unpaid interest, if any, on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)immediately, and upon any such declaration the same (i) shall become and shall be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (fSection 6.01(h) or (g) of Section 6.01 hereof with respect to the Company Company, any of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, then all unpaid 100% of the principal of, and premium, if any, and accrued and unpaid interest interest, if any, on, all the outstanding Notes shall ipso facto become and shall automatically be immediately due and payable without any declaration or other act on payable. The immediately preceding paragraph, however, is subject to the part of the Trustee or any Holder. At conditions that if, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind shall have been so declared due and cancel 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 declaration principal at the rate borne by the Notes at such time) and its consequences amounts due to the Trustee pursuant to Section 7.06, and if (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction and (ii2) if 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 except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) pursuant to Section 6.09 and all amounts owing 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 Trustee have been paid, then and in every such case (ivexcept as provided in the immediately succeeding sentence) if the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company has paid and to the Trustee Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its reasonable compensation consequences and reimbursed the Trustee for its expensessuch Default shall cease to exist, disbursements and advances; and (v) in the event of the cure or waiver of an any Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee arising therefrom shall be deemed to have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured for every purpose of this Indenture; but no such waiver or waived. No such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent theretothereon. 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 Redemption Price or the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Acceleration. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default specified in clause (1) or (2) of Section 6.01 as to a particular series of Notes occurs, the Trustee or the Holders of at least 25% in aggregate principal amount then outstanding of such series of Notes, by written notice to the Issuer and the Trustee, may declare all amounts owing under such series of Notes to be due and payable. If any other Event of Default (other than an Event of Default specified in clause (f7) or (g) 8) of Section 6.01 hereof with respect to the Company) occurs Issuer or any Guarantor), shall have occurred and is continuingbe continuing hereunder, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of, and accrued interest on, all amounts owing under the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice immediately. Upon any such declaration of acceleration” (, the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur aggregate principal of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all on the outstanding Notes (or the outstanding Notes of the relevant series) shall ipso facto immediately become and be immediately due and payable without any declaration payable; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may (or the outstanding Notes of the relevant series) may, in accordance with the terms of this Indenture, rescind and cancel annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) acceleration if all existing Events of Default Default, other than the nonpayment of accelerated principal and interest, have been cured or waived except nonpayment as provided in this Indenture. The Trustee shall, within 30 days after the occurrence of principal or interest that has become due solely because of the acceleration, (iii) any Default with respect to the extent Notes of any series, give the payment Holders of such interest is lawfulNotes written notice of all uncured Defaults thereunder known to it; provided, interest on overdue installments of interest and overdue principalhowever, which has become due otherwise than by such declaration of accelerationthat, 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 (v) except in the event of the cure or waiver case of an Event of Default in payment with respect to the Notes of the type described such series or a Default in clause (f) or (g) of complying with Section 6.01 hereof5.01, the Trustee shall have received an Officers’ Certificate be protected in withholding such notice if and an Opinion so long as it in good faith determines that the withholding of Counsel that such Event notice is in the interest of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretothe Holders.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, Guarantor or any of Borrower’s Subsidiaries, the Trustee commitments of the Lenders to make, renew or convert Advances and to participate in Letters of Credit, and the Holders obligation and power of at least 25% in principal the LC Issuer to issue Letters of Credit hereunder shall automatically terminate and the Obligations (including, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the aggregate face amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes Letters of Credit pursuant to be Section 8.3 hereof) shall immediately become due and payable immediately by notice without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender. If any other Default occurs, then upon the declaration of the Required Lenders or the Administrative Agent at the direction of the Required Lenders, the obligations of the Lenders to make, renew or convert Advances and to participate in writing to the Company and the Trustee specifying the respective Event Letters of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)Credit, and the same obligation and power of the LC Issuer to issue Letters of Credit under this Agreement shall terminate and the Obligations (iincluding, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable. In either event, the Obligations shall become immediately due and payable without presentment, demand, protest or (ii) if there are notice of any amounts outstanding under kind, all of which Borrower hereby expressly waives. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and to participate in Letters of Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under obligation and power of the LC Issuer to issue Letters of Credit Facilities hereunder as a result of such Acceleration Notice but only if such Event of any Default is then continuing. If an Event of (other than any Default specified as described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 with respect to the Company occurs and is continuingBorrower, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Guarantor or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind Borrower’s Subsidiaries) and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Administrative Agent shall, by notice to Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof with respect to the Company7.01(a)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare the principal ofmay, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying Trustee, declare the respective Event of Default principal amount and that it is a “notice of acceleration” (the “Acceleration Notice”)accrued and unpaid interest, if any, and accrued and unpaid Additional Interest, if any, through the same (i) shall become date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if any, and such accrued and unpaid Additional Interest, if any, shall be due and payable or (ii) if immediately. If there are any amounts outstanding under any of the Credit Facilitiesinstruments constituting Senior Debt, such amounts shall become immediately due and payable upon the first to occur of an acceleration under any of the Credit Facilities instruments constituting Senior Debt or five Business Days after receipt by the Company and the Representative under any Senior Debt of notice of the Credit Facilities acceleration of the instruments constituting Senior Debt unless all Events of Default specified in such Acceleration Notice but only if such Event of Default is then continuinghave been cured or waived. If an Event of Default specified in clause (fSection 7.01(a)(6) or (g7) occurs in respect of Section 6.01 hereof with respect to the Company occurs or any Significant Subsidiary and is continuing, then all the principal amount and accrued but unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest onAdditional Interest, if any, on all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders of Securities. At any time after such a declaration of acceleration with respect to the Notes Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article provided, the Holders of not less than a majority in principal amount of the Notes Securities, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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.if:

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 6.01(7) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee, in the event a Responsible Officer of the Trustee has actual knowledge of such Event of Default, by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes (including any Additional Notes) then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately Outstanding by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes Outstanding to be immediately due and payable, which notice shall specify the Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”). Upon such a declaration, and the same (i) such accelerated amount shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 6.01(7) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all the unpaid principal of, and premium, if any, and accrued and unpaid interest oninterest, if any, on all the outstanding Notes shall ipso facto Outstanding shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(5) shall have occurred and be continuing, such Event of Default and any time after a acceleration resulting therefrom shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) the default relating to such Indebtedness has been waived or cured and, if such Indebtedness has been accelerated, the holders thereof have rescinded their declaration of acceleration with in respect to the Notes as described in the preceding paragraph, the of such Indebtedness. The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind and cancel such declaration of acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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.consequences:

Acceleration. (a) If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities of any such series then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately hereunder (each such series treated as a separate class) by notice in writing to the Company (and to the Trustee specifying if given by Securityholders), may declare the respective Event entire principal (or, if the Securities of Default and that it is a “notice any such series are Original Issue Discount Securities, such portion of acceleration” (the “Acceleration Notice”)principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same (i) shall become immediately due and payable payable. The foregoing provision, however, is subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to Section 2.03) of the Securities of any series (or (iiof all the Securities, as the case may be) if there are any amounts outstanding under the Credit Facilities, shall have been so declared or become immediately due and payable upon payable, and before any judgment or decree for the first to occur payment of an acceleration under the Credit Facilities or five Business Days after receipt moneys due shall have been obtained by the Trustee as hereinafter provided, the Company and shall pay or shall deposit with the Representative under the Credit Facilities Trustee a sum sufficient to pay all overdue installments of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) interest or (g) of Section 6.01 hereof other payments with respect to coupons on all the Company occurs Securities of each such series (or of all the Securities, as the case may be) and is continuing, then all unpaid the principal of, and premium, if any, and accrued interest on any and unpaid interest on, all Securities of each such series (or of all the outstanding Notes Securities, as the case may be) which 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 and acceleration (with interest upon such overdue installments of interest or other payments with respect principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest or other payments with respect to coupons on all Securities of each series, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, has shall have been paidcured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that have been accelerated (iv) if voting as a single class), by written notice to the Company has paid and to the Trustee Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its reasonable compensation consequences, but no such waiver or rescission and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure annulment shall extend to or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 default or shall impair any right consequent theretothereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Acceleration. If any Event In the case of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof hereof, with respect to either of the Company) , any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingContinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by provided that a notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof may not be given with respect to the Company occurs and is continuing, then all unpaid principal ofany action taken, and premiumreported publicly or to Holders, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part more than two years prior to such notice of the Trustee or any HolderDefault. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind and cancel such declaration an acceleration and its consequences (i) hereunder, if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal of, premium on, if any, or interest interest, if any, on, the Notes 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 have been cured or waived and overdue principal, which has become due otherwise than if all sums paid or advanced by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its hereunder and the reasonable compensation and reimbursed the Trustee for its compensation, expenses, disbursements and advances; advances of the Trustee, its agents and (v) in counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or waiver Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the type described in clause (f) or (g) foregoing paragraphs. For the avoidance of Section 6.01 hereofdoubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have received an Officers’ no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured delivered to it, or waivedotherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. No such rescission The Trustee shall affect have no liability to the Company, any subsequent Default Holder or impair any right consequent theretoother Person in acting in good faith on a Noteholder Direction.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (fh) or (gi) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to immediately. Upon any such declaration, the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) Notes shall become immediately due and payable or (ii) immediately. Notwithstanding the foregoing, if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (fh) or (gi) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the Company occurs has deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and is continuingthe reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then all unpaid outstanding, (3) the principal of, of and premium, if any, and accrued and unpaid interest on, all the on any Notes then outstanding Notes shall ipso facto which have become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a otherwise than by such declaration of acceleration with respect and interest thereon (including Special Interest) at the rate borne by the Notes and (4) to the Notes as described in extent that payment of such interest is lawful, interest upon overdue interest at the preceding paragraphrate borne by the Notes, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (ib) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, and (iic) if all existing Events of Default (other than the non-declaration of acceleration) have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may may, only on the terms and subject to the conditions set forth in the Collateral Agency Agreement, direct the Trustee to declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and immediately; provided, that it is a “notice of acceleration” (the “Acceleration Notice”)so long as any Senior Indebtedness shall be outstanding, and the same (i) such acceleration shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or not be effective until five Business Days after receipt by the Company and the Representative under the Credit Facilities of written notice of such Acceleration Notice but only acceleration. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof occurs with respect to the Company occurs and is continuingCompany, then (i) all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall shall, ipso facto become and facto, be immediately due and payable immediately without any declaration further action or other act on notice and (ii) the part of Company shall promptly notify the Trustee or any Holder. At any time after a declaration of acceleration with respect to such Event of Default (although the Notes shall become due and payable immediately upon the occurrence of such Event of Default as described specified in clause (i) regardless of whether the preceding paragraph, Company so notifies the Trustee). The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, that has become due solely because of the acceleration) have been cured or waived, (iii) to the extent the payment of such interest is lawfulprovided that, 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 (v) in the event of a declaration of acceleration of the cure or waiver of Notes because an Event of Default has occurred and is continuing as a result of the type acceleration of any Indebtedness described in clause (f) or (gd) of Section 6.01 hereof, the Trustee declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (d) of Section 6.01 hereof have received an Officers’ Certificate rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and an Opinion if (i) the annulment of Counsel the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of principal or interest on the Notes that such Event became due solely because of Default has the acceleration of the Notes, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event of Default (other than an Event of Default specified described in clause (fSection 6.01(a)(6) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At If any time other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, the Trustee shall, declare all the Notes to be due and payable immediately. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default) unless a written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after a the declaration of acceleration with respect to thereto and if (i) the Notes as described in annulment of the preceding paragraph, the Holders of a majority in principal amount acceleration of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived Default, except nonpayment of principal principal, premium or interest on the Notes that has become became 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 (v) in the event acceleration of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofNotes, 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. If any Event of Default (other than an Event of Default specified in clause (fvi) or (gvii) of Section 6.01 hereof with respect to the Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, of and accrued interest on, on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it such notice is a “"notice of acceleration” " (the “"Acceleration Notice”"), and the same (i1) shall become immediately due and payable or (ii2) if there are any amounts outstanding under the Senior Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If Upon any such declaration, but subject to the immediately preceding sentence, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (fvi) or (gvii) of Section 6.01 hereof occurs with respect to the Company occurs and is continuingCompany, then all unpaid principal ofany Significant Restricted Subsidiary or any group of Subsidiaries that, and premiumtaken as a whole, if any, and accrued and unpaid interest onwould constitute a Significant Restricted Subsidiary, all the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No If an Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent Default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---------------------------- ---------- 2003........................ 112.373% 2004........................ 110.311% 2005........................ 108.249% 2006........................ 106.187%

Acceleration. If Upon the occurrence of an Event of Default, and at any time thereafter while such Event of Default (other than an Event of Default specified continues, then, and in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs each and is continuingevery case, the Trustee or in its own name and as trustee of an express trust, on behalf and for the benefit and protection of the Holders of at least all Outstanding Obligations, may proceed, and upon the written request of the Holders of not less than 25% in principal amount of the then outstanding Notes may Outstanding Obligations, shall proceed to declare the principal ofof all Outstanding Obligations, together with all accrued and accrued unpaid interest onthereon, all the Notes if not already due, to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)immediately, and upon any such declaration the same (i) shall become immediately and be due and payable immediately, anything contained in this Trust Agreement or (ii) any Supplemental Agreement or in any of the Series 2020 Notes to the contrary notwithstanding. This provision is also subject, however, to the condition that, if there are at any amounts outstanding under time after the Credit Facilitiesprincipal of the Series 2020 Notes, shall become immediately together with the accrued and unpaid interest thereon and other moneys secured hereby, have been so declared due and payable upon and before any further action has been taken (other than the first making of the above declaration), the principal amount of all Obligations which have matured either according to occur of an acceleration under the Credit Facilities maturity date or five Business Days after receipt by the Company and the Representative under the Credit Facilities dates otherwise specified therein (except as a result of such Acceleration Notice declaration) and all arrears of interest upon all Obligations, except interest accrued but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) not yet due on said Obligations, have been paid or (g) of Section 6.01 hereof with respect caused to the Company occurs and is continuing, then all unpaid principal ofbe paid, and premiumall other Events of Default, if any, which have occurred have been remedied, cured or secured, then and accrued in each and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, every such case the Holders of a majority 25% in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decreeOutstanding Obligations, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) by notice in writing delivered to the extent Trustee and the payment of such interest is lawfulCorporation, 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that may waive such Event of Default has been cured or waivedand its consequences and rescind and annul such declaration. No such waiver or rescission or annulment shall extend to or affect any subsequent Default default or impair or exhaust any right consequent theretoor power related to such subsequent default.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (foccurs under Section 6(a)(viii) or (g) ix), then the outstanding principal of, all accrued interest on this Note, and any other amounts due under this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of Section 6.01 hereof with respect to the Company) any kind, all of which are hereby expressly waived. If any other Event of Default occurs and is continuingcontinuing the Holder, by written notice to the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Borrowers, may declare the principal of, and accrued interest onon this Note, all the Notes and any other amounts due under this Note to be immediately due and payable immediately by notice in writing to the Company payable. Upon such declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) other amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of payable. The Holder may rescind an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if all existing Events of Default have been cured or waived, except nonpayment of principal, interest or other amounts that have become due solely because of the acceleration, and if the rescission would not conflict with any judgment or decree, (ii) if all existing Events . Any notice or rescission shall be given in the manner specified in Section 15 of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of this Note. Notwithstanding any provision in this Note to the acceleration, (iii) contrary and to the extent the payment of such interest is lawfulpermitted by applicable law, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of any of the type described in clause (f) or (g) TBW Companies with the intention of avoiding payment of the Optional Redemption Price that the Borrowers would have had to pay if the Borrowers then had elected to optionally redeem this Note pursuant to Section 6.01 hereof4 of this Note, then upon acceleration of this Note, an equivalent Optional Redemption Price shall also become and be immediately due and payable; provided that if such acceleration occurs before November 1, 2007, the Trustee Optional Redemption Price shall have received an Officers’ Certificate and an Opinion be deemed to be 112% of Counsel that such Event the then outstanding principal amount of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretothis Note.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fg) or (gh) of Section 6.01 hereof that occurs with respect to the CompanyIssuer) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on, all on the Notes to be immediately due and payable payable. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately by notice in writing to due and payable. In the Company and the Trustee specifying the respective event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and that it is a “notice continuing, such declaration of acceleration” (acceleration shall be automatically rescinded and annulled if the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur event of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if default triggering such Event of Default is then continuingpursuant to clause (e) shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (fg) or (gh) of Section 6.01 hereof occurs with respect to the Company occurs and is continuingIssuer, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on, all on the Notes then outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the Notes outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretocompetent jurisdiction.

Acceleration. If any an Event of Default with respect to the Notes (other than an Event of Default specified in clause (f5) or (g) of the first paragraph of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the principal of, of and accrued and unpaid interest on, on all the outstanding Notes to be due and payable immediately by notice in writing to the Company and (if the notice is given by Holders) to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such principal and the same (i) accrued and unpaid interest shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingpayable. If an Event of Default specified in clause (f5) or (g) of the first paragraph of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all of the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphany such acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Company may rescind and cancel any such declaration acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default of the type described specified in clause (f4) or (g) of the first paragraph of Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default has or an Acceleration shall have occurred and shall be continuing shall be less than $100.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (fa) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes The amounts payable hereunder may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become declared immediately due and payable by the Seller if: (a) the Company fails to make any Quarterly Payment when due and such failure to pay continues for five (5) days, (b) the Company fails to make any Principal Payment when due, or (iic) if there are the Company or any amounts outstanding under of its subsidiaries or the Company’s shareholder raises financing other than the Facility (as defined in the Credit FacilitiesAgreement), which in a single transaction or a series of related transactions delivers proceeds in excess of US$50,000,000, or (d) the Company shall have made an assignment for the benefit of creditors or shall have admitted in writing its inability to pay its debts as they become due or consented to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of all or of substantially all of its property; or by order of a court of competent jurisdiction a receiver or liquidator or trustee of the Company or any of its property shall have been appointed and shall not have been discharged within 60 days, or by decree of such a court the Company shall have been adjudicated insolvent and such decree shall have continued undischarged and unstayed for 60 days after the entry thereof; or a petition to reorganize the Company, pursuant to any bankruptcy or similar statute applicable to the Company, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by have been filed against the Company and shall not have been dismissed within 60 days after such filing, or the Representative Company shall have been adjudicated a bankrupt, or shall have filed a petition in voluntary bankruptcy under the Credit Facilities any provision of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) any bankruptcy law, or (g) of Section 6.01 hereof with respect shall have consented to the filing of any bankruptcy or reorganization petition against it under any such law, or shall have filed a petition to reorganize the Company occurs and is continuingpursuant to any applicable law, then all unpaid principal ofprovided that the foregoing acceleration right may not be exercised in a manner that causes the outstanding Principal at any time to be less than the prevailing liability cap, as determined in accordance with Part 1 of Schedule 9 of the SPA (the “Retained Amount”). Thereafter, on each date on which the liability cap falls in accordance with Part 1 of Schedule 9 of the SPA, and premiumif Seller has exercised the foregoing acceleration right, if any, and accrued and unpaid interest on, all the outstanding Notes Company 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. At any time after a declaration of acceleration with respect forthwith pay to the Notes as described in Seller the preceding paragraph, difference between the Holders of a majority in principal amount of Retained Amount and the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoprevailing liability cap.

Acceleration. If Upon the occurrence of any Event of Default (other than an as defined below) and so long as any Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee Holder may, at its option and upon written notice of acceleration given by the Holder to the Company, declare the entire unpaid portion of the Principal Amount and all accrued but unpaid interest represented by this Note due and payable. Each of the following events shall be deemed an “Event of Default”: (a) the Company shall fail to pay any portion of the principal amount, any interest on this Note or other sums due hereunder, within fifteen (15) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, (b) commencement of proceedings for the liquidation or dissolution of the Company, or any other termination or winding-up of its existence or business, (c) appointment of any receiver, including a temporary receiver, for the Company or substantially all its assets, (d) assignment of its assets by the Company for the benefit of its creditors, (e) material breach by the Company or any of its subsidiaries of any provision of this Note, the Patent Security Agreement or the Holders Loan Agreement (other than any breach covered by another clause of at least 25% in principal amount this Section 4), provided, that if such breach is capable of being cured, then such breach shall not constitute an “Event of Default” until the thirtieth (30th) day following notice thereof from the Holder, to the extent such breach has not been cured prior to such date, (f) institution by or against the Company of insolvency, receivership or bankruptcy proceedings or any other similar proceedings for the settlement of the then outstanding Notes may declare Company’s debts, provided, that in the principal ofcase of an involuntary proceeding commenced against the Company by a third party creditor whose claim against the Company is less than $100,000, such proceeding shall have remained undismissed and accrued interest onunstayed for more than thirty (30) days, all (g) an event of default under any mortgage, indenture, obligation, instrument or indebtedness of the Notes Company for borrowed money, which default results in $100,000 or more (in the aggregate) of such indebtedness to be become due and payable immediately by notice the Company prior to its stated maturity date, (h) any representation or warranty of the Company contained in writing the Loan Agreement or the Patent Security Agreement shall prove to have been false in any material respect when made or deemed to have been made or repeated, provided, that if such breach is capable of being cured, then such breach shall not constitute an “Event of Default” until the thirtieth (30th) day following the date the Company becomes aware of the factual circumstances giving rise to the Company and breach, to the Trustee specifying extent such breach has not been cured prior to such date, unless such breach has had a material impairment on BSC’s rights under the respective Event of Default and that it is a “notice of acceleration” (Notes, the “Acceleration Notice”)Patent Security Agreement or the Loan Agreement, and the same (i) there shall become immediately due and payable remain in force, undischarged, unsatisfied, unvacated, unbonded or unstayed, for more than sixty (60) days, any final judgment against the Company or any of its subsidiaries that, with other such outstanding final judgments against the Company or any of its subsidiaries that are undischarged, unsatisfied, unvacated, unbonded or unstayed, exceeds in the aggregate $500,000 in excess of insurance coverage, or (iij) if there are this Note shall be cancelled, terminated, revoked or rescinded, or any amounts outstanding under action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind this Note shall be commenced by or on behalf of the Credit FacilitiesCompany or any of its subsidiaries party thereto or any of their respective shareholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, this Note is illegal, invalid or unenforceable in accordance with the terms thereof. At BSC’s option, the entire unpaid portion of the Principal Amount and all accrued but unpaid interest represented by this Note will become immediately due and payable upon the first to occur written notice of an acceleration under the Credit Facilities or five Business Days after receipt given by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect BSC to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and be immediately due and payable without at any declaration time upon or other act on the part after consummation of a Sale of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretoCompany.

Acceleration. If any an Event of Default with respect to the Notes (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the CompanyCompany described in clause (h) of SECTION 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice in writing to the Company may declare the unpaid principal ofof (and premium, if any) and accrued interest on, to the date of acceleration on all the outstanding Notes to be due and payable immediately by notice and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in writing this Indenture or the Notes to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilitiescontrary, shall become immediately due and payable; PROVIDED, HOWEVER, that so long as the Restructured Credit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than an Event of Default with respect to the Company described in clause (h) of SECTION 6.01), the Notes shall not become due and payable upon until the first earlier to occur of an acceleration under the Credit Facilities or (x) five Business Days after receipt by following delivery of a written notice of such acceleration of the Company and Notes to the Representative agent under the Restructured Credit Facilities Facility and (y) the acceleration (IPSO FACTO or otherwise) of such Acceleration Notice but only if such Event of Default is then continuingany Indebtedness under the Restructured Credit Facility. If an Event of Default specified in clause (f) or (gh) of Section SECTION 6.01 hereof with respect to the Company occurs and is continuingunder the Indenture, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto will IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of the Notes. At any time after After a declaration of acceleration with acceleration, but before a judgment or decree of the money due in respect to of the Notes as described in the preceding paragraphhas been obtained, the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if all existing Events of Default (iother than the, nonpayment of principal of and interest on the Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If any Except as provided in Section 3.2, if an Event of Default (other than an Event of Default specified in clause (fSection 7.2(viii) or (g7.2(ix) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately Outstanding by notice in writing to the Company and the Trustee specifying Trustee, may declare the respective Event principal amount of Default Notes Outstanding plus accrued and that it is a “notice of acceleration” (unpaid interest, if any, on all the “Acceleration Notice”), and the same (i) shall become Outstanding Notes to be immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilitiespayable. Upon such a declaration, such accelerated amount shall become immediately be due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 7.2(viii) or (g7.2(ix) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all the principal amount of Notes Outstanding plus accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on, on all the outstanding Notes shall ipso facto shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind and cancel such any declaration and its consequences of acceleration if (i) if the rescission would not conflict with any judgment or decree, ; (ii) the Company has paid or deposited with the Paying Agent a sum in U.S. Dollars sufficient to pay (A) all amounts owed to the Trustee and any predecessor trustee hereunder, including, without limitation, under Section 11.1(a) of the Base Indenture, (B) all arrears of interest, if any, upon the Notes (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest), and (C) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon; and (iii) all existing Events of Default have been cured or waived except nonpayment of the principal or interest amount plus accrued and unpaid interest, if any, that has have 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 as a result 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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. If In the event of the occurrence of any Event one or more Events of Default (other than an Event of Default specified which are defined in clause (f) or (g) paragraph 13 of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders I of at least 25% in principal amount of the then outstanding Notes may declare the principal ofthis Agreement, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then shall be continuing. If an Event , any of Default specified in clause (f) or (g) the Banks may, after compliance with the provisions of paragraph 2 of Section 6.01 hereof with respect X of this Agreement, declare the entire principal amount of all Senior Debt of Pioneer owing to the Company occurs and is continuingdeclaring Bank, then all unpaid principal oftogether with interest accrued thereon, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes shall ipso facto become and to be immediately due and payable without to the declaring Bank. Upon the declaration of any declaration or other act on the part of the Trustee or any Holder. At any time Banks of the occurrence of as Event of Default, after a declaration the declaring Bank has complied with the terms of acceleration with respect paragraph 2 of Section X hereof, the Agent Bank shall have the right, on behalf of all the Banks, to possession of all notes payable to all Subsidiaries of Pioneer by their respective customers and the right to direct that all proceeds of such notes be paid directly to an account designated by and subject to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount exclusive control of the Notes may rescind Banks at the Agent Bank and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if have access to and use of, all existing Events computer hardware and software and related records, instructions and manuals used by Pioneer or any of Default have been cured or waived except nonpayment its Subsidiaries in connection with the documenting, evidencing, listing, reporting and collecting of principal or interest that has become due solely because all notes receivable of all Subsidiaries of Pioneer and an irrevocable Power of Attorney therefor is hereby granted to the Agent Bank. Upon the declaration 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 (v) in the event of the cure or waiver occurrence of an Event of Default by any of the type described Banks, the declaring Bank may proceed to enforce payment of all indebtedness of Pioneer to it under this Agreement or otherwise and it may exercise any and all rights and remedies afforded to it by the Uniform Commercial Code of Missouri or otherwise possessed by it. Any Bank declaring Pioneer to be in clause (f) or (gdefault hereunder because of the occurrence of an Event of Default shall, after compliance with the notice requirements of paragraph 2(a) of Section 6.01 hereofX of this Agreement, the Trustee shall have received an Officers’ Certificate and an Opinion give written notice of Counsel that such Event declaration of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretodefault to all other Banks which are parties hereto.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (f6) or (g7) of Section 6.01 hereof 8.01(a)) occurs and is continuing with respect to the Company) occurs and is continuingCompany or the Guarantor, the Trustee may, by notice to the Company, and shall upon the written direction of the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare the principal ofmay, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying Trustee, declare the respective Event of Default principal amount and that it is a “notice of acceleration” (the “Acceleration Notice”)accrued and unpaid interest, if any, and accrued and unpaid Additional Interest, if any, through the same (i) shall become date of declaration on all the Securities to be immediately due and payable or (ii) payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if there are any amounts outstanding under the Credit Facilitiesany, and such accrued and unpaid Additional Interest, if any, shall become immediately be due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 8.01(a)(6) or (g7) occurs in respect of Section 6.01 hereof with respect to the Company occurs or the Guarantor or any of the Guarantor’s Subsidiaries and is continuing, then all the principal amount and accrued but unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest onAdditional Interest, if any, on all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders of Securities. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (ivc) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advancesrescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (vd) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, all payments due to the Trustee shall and any predecessor Trustee under Section 9.07 have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fSection 5.01(g) or (g5.01(h) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately Securities by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)Trustee, may, and the same (i) Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest, if any, and Additional Interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest and Additional Interest, if any, shall become immediately be due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (fSection 5.01(g) or (g5.01(h) of Section 6.01 hereof with respect to the Company above occurs and is continuing, then all the principal of and accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest onAdditional Interest, if any, on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of with no further action by the Trustee or any Holderthe Holders. At any time after a declaration of acceleration with respect Notwithstanding anything herein to the Notes as described in contrary, to the preceding paragraphextent elected by the Company, the sole remedy for an Event of Default relating to the failure by the Company to comply with the obligation set forth in Section 3.02(b) and for any failure to comply with §314(a)(1) of the TIA, will for the first 120 days after the occurrence of such an Event of Default, consist exclusively of the right for Holders to receive Additional Interest on the Securities equal to 0.25% per annum of a majority in the principal amount of the Notes may rescind Securities. If the Company so elects, such Additional Interest will be payable in the same manner and cancel on the same dates as the stated interest payable on the Securities. The Additional Interest will accrue on all outstanding Securities from and including the date on which such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events Event of Default first occurs to but not including the 120th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived except nonpayment waived). On such 120th day after such Event of principal or interest that has become due solely because of the acceleration, Default (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 Event of Default relating to such obligation is not cured or waived prior to such 120th day), such Additional Interest will cease to accrue and the Trustee its reasonable compensation and reimbursed Securities will be subject to acceleration as provided above. The provisions of this paragraph will not affect the Trustee for its expenses, disbursements and advances; and (v) rights of Holders in the event of the cure or waiver occurrence of any other Event of Default. In the event the Company does not elect to pay the Additional Interest upon such Event of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided above. In order to elect to pay the Additional Interest as the sole remedy during the first 120 days after the occurrence of an Event of Default relating to the failure by the Company to comply with the obligation set forth in Section 3.02(b) or any failure to comply with §314(a)(1) of the type described TIA in clause (f) or (g) of Section 6.01 hereofaccordance with the immediately preceding paragraph, the Company must notify all Holders, the Trustee shall have received and the Paying Agent of such election by delivering to the Trustee an Officers’ Certificate and an Opinion pursuant to Section 3.09 on or before the close of Counsel that business on the date on which such Event of Default has been cured first occurs. Upon the Company’s failure to deliver such Officers’ Certificate or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretopay the Additional Interest specified in the immediately preceding paragraph, the Securities will be subject immediately to acceleration as provided above.

Acceleration. If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing immediately; PROVIDED, HOWEVER, that if any Indebtedness or Obligation is outstanding pursuant to the Company Credit Facility, upon a declaration of acceleration by the Holders of the Notes or the Trustee, all principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) interest under this Indenture shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately be due and payable upon the first to occur earlier of an acceleration under (x) the Credit Facilities or day which is five Business Days after receipt by the Company provision to the Company, the Credit Agent and the Representative Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facilities Facility; and PROVIDED, FURTHER, that in the event of such Acceleration Notice but only if such Event of Default is then continuing. If an acceleration based upon an Event of Default specified set forth in clause (f) or (gvi) of Section 6.01 hereof hereof, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such Payment Default shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default as described in clause (viii) or (ix) of Section 6.01 hereof, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the Company occurs and is continuingoptional redemption provisions of Section 3.07(a) hereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes an equivalent premium shall ipso facto also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent permitted by law upon 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 (v) in the event acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described in clause (f) or (g) Company with the intention of Section 6.01 hereofavoiding the prohibition on redemption of the Notes prior to March 15, 2003, then, to the extent permitted by law, the Trustee amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on March 15 of the years indicated below shall have received an Officers’ Certificate be set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and an Opinion unpaid interest and Liquidated Damages, if any, to the date 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.payment: YEAR PERCENTAGE 1998 109.875% 1999 108.888% 2000 107.900% 2001 106.913% 2002 105.925%

Acceleration. If any Event In the case of Default (other than an Event of Default specified in pursuant to clause (f) or (g9) of Section 6.01 hereof hereof, with respect to the Company) OPTI or any of OPTI’s Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OPTI, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee OPTI specifying the respective Event of Default and that it is a “notice Default. Upon receipt of acceleration” (any such declaration by OPTI, the “Acceleration Notice”), and the same (i) Notes shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuingimmediately. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration annul an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of OPTI with the intention of avoiding payment of the premium that OPTI would have had to pay if OPTI then had elected to redeem the Notes pursuant to Section 3.08 hereof, then, upon acceleration of the Notes, an equivalent premium shall affect also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to December 15, 2010 by reason of any subsequent Default willful action (or impair any right consequent theretoinaction) taken (or not taken) by or on behalf of OPTI with the intention of avoiding the prohibition on redemption of the Notes prior to December 15, 2010, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount provided under Section 3.08(c) hereof.

Acceleration. If any an Event of Default (other than an Event of Default specified in clause (fh), (i) or (gj)(B)(x) of Section 6.01 hereof above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on, all on the Notes to be immediately due and payable payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately by notice in writing to due and payable. In the Company and the Trustee specifying the respective event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and that it is a “notice continuing, such declaration of acceleration” (acceleration shall be automatically rescinded and annulled if the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur event of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if default triggering such Event of Default is then continuingpursuant to clause (e) shall be remedied or cured by the Company or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (fh), (i) or (gj)(B)(x) of Section 6.01 hereof above occurs with respect to the Company occurs and is continuingCompany, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on, all on the Notes then outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest 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 (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, 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 theretocompetent jurisdiction.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to the Parent or Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent or any Lender. If any other Event of Default occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than an any Event of Default specified as described in clause (f) Section 7.6 or (g) of Section 6.01 hereof 7.7 with respect to the Company) occurs and is continuing, the Trustee Parent or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, Borrower) and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all the outstanding Notes 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. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Agent shall, by notice to the Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.