Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gsection 6.01(d) or (h6.01(e) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indentureoccurs, the Trustee or maturity of all outstanding Notes shall automatically be accelerated and the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and together with accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationthereon, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an any other Event of Default set forth in clause (e) of Section 6.01 has occurred occurs and is continuing, either the Trustee or the Holders of not less than 25% of the aggregate principal amount of Notes outstanding may, by written notice to the Issuer (and to the Trustee if given by the Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such declaration of acceleration notice shall be automatically rescinded and annulled terminate if the event of default triggering giving rise to such Event of Default pursuant to clause (e) of Section 6.01 right shall have been cured before such right is exercised. Any declaration may be remedied or cured annulled and rescinded by written notice from the Company Trustee or the relevant Significant Subsidiary or waived by the holders Holders of a majority of the relevant Indebtedness within 60 days after aggregate principal amount of the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs Notes outstanding to the Issuer if all amounts then due with respect to the CompanyNotes are paid (other than amounts due solely because of such declaration) and all other Defaults with respect to the Notes are cured or waived. Should the Issuer fail to comply with its obligations under this Indenture and the Notes and such failure shall be continuing, the principal of, premium, if any, and accrued interest on the Notes then outstanding Trustee shall automatically become and be immediately due and payable without under no obligation to exercise any declaration of its rights or other act on the part of powers unless such Holders shall have offered to the Trustee or any Holderreasonable indemnity. The Holders of at least a majority in aggregate principal amount of the outstanding Notes affected by written notice an event of default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Company and Trustee or exercising any trust or power conferred on the Trustee with respect to the TrusteeNotes, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than to the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by extent such declaration of acceleration, have been cured or waived and (y) the rescission would action does not conflict with any judgment the provisions of this Indenture or decree of a court of competent jurisdictionapplicable law.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above that occurs with respect to Parent, the Company or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders shallof at least 25.0% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above occurs with respect to Parent, the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gf) or (hg) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a , and upon any such declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. . (b) In the event of a declaration of acceleration because an Event of Default set forth in clause (ed) of Section 6.01 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 clause (ed) of Section 6.01 shall be remedied or cured by the Parent Guarantor, 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. . (c) If an Event of Default specified in clause (gf) or (hg) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders shallof at least 25% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g11) or (h12) of Section 6.01 that occurs (“Events of Default”) hereof, with respect to the Company or any Subsidiary GuarantorRestricted 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 under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notesthen outstanding Notes may declare all outstanding Notes to be due and payable immediately in cash, then outstandingand Holders of the Notes will be entitled, by written notice 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 (and redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the Trustee if avoidance of doubt, shall be 100% of the principal amount of Notes at such notice is given by time plus the Holders), mayApplicable Premium as of, and the Trustee at the request of such Holders shall, declare the principal of, premiumaccrued and unpaid interest, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationto, such principal oftime, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect without prejudice to the Company, the principal of, premium, if any, rights of such Holders to receive any further accrued and accrued unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice from such date to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration date of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionpayment.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Parent Company, the Company or any Subsidiary Guarantora Significant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 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 clause (e5) 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 (g7) or (h) 8) of Section 6.01 above occurs with respect to the Parent Company, the Company or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults Defaults with respect to the Notes and rescind and annul a declaration of acceleration and its consequences if (x1) 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 (y2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Promptly following any such rescission, the Company shall pay to the Trustee all amounts owing to the Trustee under Section 7.07 related to such Event of Default and acceleration, including all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 7.01(f) or (hSection 7.01(g) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company and the Guarantor, or the Holders of at least not less than 25% in of the aggregate principal amount of the Notes, Securities then outstanding, outstanding by written notice to the Company (and to Company, the Trustee if such notice is given by the Holders), may, Guarantor and the Trustee at the request of such Holders shallTrustee, may declare the principal ofamount of the Securities, premiumtogether with accrued and unpaid interest thereon, if any, and accrued interest on the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (gSection 7.01(f) or (hSection 7.01(g) of Section 6.01 occurs with respect to the Companyhereof occurs, the maturity of all outstanding Securities shall automatically be accelerated and the principal ofamount of the Securities, premiumtogether with accrued and unpaid interest thereon, if any, and accrued interest on the Notes then outstanding shall automatically 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. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities by written notice to the Company and to the Trustee, Guarantor may waive all past defaults annul and rescind and annul a any declaration of acceleration and its consequences if (xa) all existing Events of Default, amounts then due with respect to the Securities are paid (other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become amounts due solely by because of such declaration of accelerationdeclaration), have been (b) all other defaults with respect to the Securities are cured or waived and (yc) the Company or the Guarantor has deposited with the Trustee a sum sufficient to pay all amounts owed to the Trustee pursuant to Section 8.06 hereof. No such rescission would not conflict with shall affect any judgment subsequent Default or decree of a court of competent jurisdictionimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company Company, the Parent Guarantor or any a Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company Company, the Parent Guarantor 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the Parent Guarantor or a Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yb) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in arising from clause (gix) or (hx) of Section 6.01 that occurs with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) 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 under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of acceleration, any such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Companydeclaration, the principal of, premium, if any, and accrued interest on the Notes then outstanding and unpaid interest, if any, and Additional Interest, if any, shall automatically 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(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. The Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences Trustee if (x) 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 (yi) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) 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 by such declaration of 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) 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 a Default or Event of Default of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and 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 an Event of Default (other than excluding an Event of Default specified in clause (gSection 6.01(viii) or (hix) of Section 6.01 that occurs with respect to the Company (but including an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary Guarantor) of the Company)), and subject to the third to last paragraph of Section 6.01, occurs and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes, Securities then outstanding, 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 shallTrustee, may declare the principal of, premium, if any, and accrued interest on the Notes Securities to be immediately due and payablepayable in full. Upon a declaration of accelerationsuch declaration, such the principal of, premiumand any accrued and unpaid interest on, if any, and accrued interest all Securities shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(viii) or (hix) of Section 6.01 occurs with respect to the Company (but excluding, for purposes of this sentence, an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, the principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding Securities shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and or annul a declaration of an acceleration and its consequences if (xA) the rescission would not conflict with any order or decree, (B) all existing Events of Default, other than except the nonpayment of the principal of, premium, if any, and or interest on the Notes that have has become due solely by such declaration because of the acceleration, have been cured or waived and (yC) all amounts due to the rescission would not conflict with any judgment or decree of a court of competent jurisdictionTrustee under Section 7.06 have been paid.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any Subsidiary Guarantor) group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice outstanding Notes (with a copy 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, Trustee) may declare the principal of, premiumand accrued and unpaid interest, if any, and accrued interest on the all outstanding Notes to be immediately due and payablepayable immediately. Upon However, a declaration Default under clauses (c), (d), (e), (f) or (g) of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because Section 6.01 will not constitute an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of until the Trustee or any Holder. The the Holders of at least a majority 25% in principal amount of the outstanding Notes notify the Company of the Default and, with respect to clauses (d), (e) or (g) of Section 6.01, the Company does not cure such Default within the time specified in clauses (d), (e) or (g) of Section 6.01 after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premiumhereunder, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium, if any, on, and interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. 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 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”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. 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 Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdictionjurisdiction 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; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee, which obligations shall continue to survive. 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 specified in clauses (a), (b), (h) or (i) of Section 6.01 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, shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have 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 Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with this Section 6.02. The Company and each Holder and subsequent purchaser of the Notes (i) waives any and all claims, in law and/or in equity, (ii) agrees not to commence any legal proceeding against the Trustee in respect of, and (iii) acknowledges that the Trustee will not be liable, in each case with respect to any action that the Trustee takes in accordance with this Section 6.02 or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the requisite percentages required under this Section 6.02, the Trustee shall treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Company hereby confirms that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Company’s indemnifications under Section 7.07.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least 25not less than 30% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or the relevant Significant Subsidiary one of its Subsidiaries or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 30% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration Note. Notwithstanding the foregoing, in no event may any individual Holder enforce any Lien of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionCollateral Agent pursuant to the Security Documents.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(5) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6)) occurs and is continuing under with respect to Securities of any series at the Indenturetime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of that series 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 shallTrustee, may declare to be due and payable immediately (1) the principal ofamount (or, premiumif Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes to be immediately due and payabledate of acceleration. Upon a declaration of accelerationsuch declaration, such principal of, premiumamount (or specified amount) and interest, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(5) or (h6) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of Section 6.01 occurs with respect to all of the Company, the principal of, premiumSecurities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes then outstanding date of such acceleration, shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities of the series with respect to which an acceleration applies by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences with respect to such series if (x) all existing Events of Default, Default (other than the nonpayment non-payment of the principal of, premiumof and accrued interest, if any, and interest on the Notes Securities that have become due solely by such declaration acceleration) with respect to Securities of acceleration, that series have been cured or waived and (y) if the rescission would not conflict with any judgment or decree decree. In the event of a court declaration of competent jurisdictionacceleration under this Indenture with respect to Securities of any series because an Event of Default set forth in Section 6.01(4) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (a) as a result of the contest by the Company in appropriate proceedings of the acceleration of the Debt which is the subject of such Event of Default the acceleration of such indebtedness is declared void ab initio, or (b) within 90 days of such declaration of acceleration under this Indenture the declaration of acceleration of the Debt which is the subject of such Event of Default has been rescinded or annulled in any manner authorized by the mortgage, indenture or instrument evidencing or creating such Debt and, in the case of this clause (b), the annulment of the declaration of acceleration under this Indenture would not conflict with any judgment or decree, and, in either case, all other existing Events of Default (other than the non-payment of the principal of and accrued interest, if any, on Securities that have become due solely by such acceleration) with respect to Securities of that series have been cured or waived. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantoran Issuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) of Section 6.01 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 clause (e6) of Section 6.01 shall be remedied or cured by the Company relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 occurs with respect to the Companyan Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy hereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity and security reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gclauses 8 or 9) or (h) of under Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) 6.1 occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate of the principal amount of the Notesoutstanding Securities may declare the unpaid principal of and premium, if any, or the Change of Control purchase price if the Event of Default includes failure to pay the Change of Control purchase price, and accrued and unpaid interest on, all the Securities then outstandingoutstanding to be due and payable, by written a notice in writing to the Company (and to the Trustee Trustee, if such notice is given by the Holders), may, and the Trustee at the request of upon any such Holders shall, declare the principal ofdeclaration such principal, premium, if any, and accrued and unpaid interest on the Notes to be shall become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth notwithstanding anything contained in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company this Indenture or the relevant Significant Subsidiary or waived by Securities to the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretocontrary. If an Event of Default specified in clause (g) clauses 8 or (h) of Section 6.01 occurs with respect to the Company9 above occurs, the all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, the Notes Securities then outstanding shall automatically will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in of the principal amount of the outstanding Notes Securities, by written notice to the Company Company, the Subsidiary Guarantors and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x1) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (A) all existing Events overdue installments 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.interest

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gix) or (hx) of Section 6.01 that occurs hereof with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee Trustee, by written notice to the Company, or the Holders of at least 2525.0% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes by written notice to the Company (and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the Trustee payment of principal, premium, if such any, or interest, if it determines that withholding notice is given by in the Holders), may, and ’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee at in its best judgment determines that acceleration is not in the request best interests of such Holders shallthe Holders. (b) Notwithstanding the foregoing, declare in the case of an Event of Default arising under clause (ix) or (x) of Section 6.01 hereof with respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on the all outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The . (c) At any time after an acceleration with respect to the Notes as described in Sections 6.02(a) and (b), but before a judgment or decree based on acceleration, 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 and rescind and annul a cancel such declaration of acceleration and its consequences consequences: (i) if (x) 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 (y) the rescission would not conflict with any judgment or decree decree; (ii) if all existing Events of a court Default have been cured or waived except non-payment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration; and (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. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default with respect to any series of Securities (other than an Event of Default specified in clause (ge) or (hf) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request outstanding Securities of such Holders shall, series and of all Pari Passu Series with respect to which such Event of Default shall have occurred (treating such series and all Pari Passu Series as a single class) may declare all the principal of, premium, if any, and accrued interest on the Notes Securities of all such series to be immediately due and payablepayable immediately. Upon a declaration The holders of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event Trust Preferred Securities then outstanding of Trusts holding Securities of a declaration of acceleration because series with respect to which an Event of Default set forth in clause (e) of Section 6.01 has shall have occurred and is continuing, such declaration be continuing and Securities of acceleration shall be automatically rescinded and annulled if the event of default triggering all Pari Passu Series with respect to which such Event of Default pursuant to clause (e) of Section 6.01 shall have occurred and be remedied or cured by continuing may participate in the Company or declaration, substituting for such purpose the relevant Significant Subsidiary or waived by the holders liquidation preference of the relevant Indebtedness within 60 days after the declaration related Trust Preferred Securities for an equivalent principal amount of acceleration with respect theretoSecurities (on a dollar-for-dollar basis) as to which such holders so participate. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyUpon any such declaration, the principal of, premium, if any, and accrued and unpaid interest on with respect to the Notes then outstanding Securities of all such series shall automatically become and be immediately due and payable without any declaration immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (e) or other act on the part (f) of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice Section 6.01 hereof occurs with respect to the Company Company, all outstanding Securities of all series shall be due and to payable immediately without further action or notice, PROVIDED that the Trustee, may waive all past defaults and rescind and annul a declaration payment of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on such Securities shall remain subordinated to the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionextent provided in Article 10.

Acceleration. If an Event of Default (under Section 9.1(f) occurs, the principal amount of and accrued and unpaid interest on, all Subordinate Secured Notes then outstanding shall be due and payable immediately without any declaration or other than an action by the Trustee or the Holders. If any other Event of Default specified in clause (g) or (h) occurs, the principal amount of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indentureaccrued and unpaid interest on, all Subordinate Secured Notes then outstanding shall be due and payable immediately upon declaration by the Trustee or the Holders of at least 25% to such effect. Notwithstanding anything contained in aggregate this Indenture or the Subordinate Secured Notes to the contrary, if the principal amount of and any accrued and unpaid interest on Subordinate Secured Notes are due and payable automatically or by a declaration pursuant to this Section 9.3, the Notes, then outstanding, by written notice to the Company (and Corporation shall pay to the Trustee if such notice is given by forthwith, for the Holders)benefit of the Noteholders of the affected Subordinate Secured Notes, maythe amount of principal and accrued and unpaid interest (including interest on amounts in default) on those Subordinate Secured Notes and all other fees and expenses payable in regard thereto under this Indenture, and the Trustee together with interest thereon at the request of rate borne by such Holders shall, declare Subordinate Secured Notes from the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, date that such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately amounts are due and payable without any automatically or by declaration or other act on pursuant to this Section 9.3 until payment is received by the part Trustee. Such payments, when made, shall be deemed to have been made in discharge of the Trustee or any Holder. 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionCorporation’s obligations under this Indenture.

Acceleration. If an Event of Default (other than an ------------- Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 that occurs 8) with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the NotesSecurities by notice to the Company and the Trustee, then may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, by no -------- ------- such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at administrative agent (or similar agent if there is no administrative agent) under the request of such Holders shall, declare Credit Agreement and (2) the principal of, premium, if any, and accrued interest day on the Notes to be immediately due and payablewhich any Bank Indebtedness is accelerated. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 occurs 8) with respect to the CompanyCompany occurs and is continuing, the principal of, premium, if any, of and accrued interest on all the Notes then outstanding Securities shall automatically ipso facto become and be immediately due and payable ---- ----- without any declaration or other act on the part of the Trustee or any HolderSecurity-holders. The Holders of at least a majority in principal amount of the outstanding Notes Securities by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorspecified in clauses (a)(5) and (a)(6) of Section 5.01) occurs and is continuing under the Indenturecontinuing, (i) the Trustee may, by written notice given to the Company, or (ii) the Holders of at least 25% in aggregate principal Principal amount of the Notes, then outstandingoutstanding Securities may, by written notice given to the Company and the Trustee, or (and to iii) the Trustee if such shall, upon the written request of Holders of at least 25% in aggregate Principal amount of the then outstanding Securities and by written notice is given by the Holders), may, and the Trustee at the request of such Holders shallas described in clause (i) above, declare the principal of, premium, if any, all unpaid Principal of and all accrued and unpaid interest on all the Notes Securities then outstanding to be immediately due and payable. Upon a such declaration of acceleration, such principal of, premium, if any, Principal and accrued interest shall be immediately due and payable. In payable immediately in cash without any presentment, demand, protest or notice to the event Company, all of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by which 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 theretoexpressly waives. If an Event of Default specified in clause clauses (ga)(5) or (ha)(6) of Section 6.01 5.01 occurs with respect to the Company, the principal of, premium, if any, all unpaid Principal and accrued and unpaid interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Trustee or any Holder. The Before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal aggregate Principal amount of the then outstanding Notes Securities by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) 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 (yi) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Defaults and Events of Default have been cured or waived except nonpayment of Principal or interest on the Securities that has become due solely because of the acceleration, and (iii) overdue interest and, 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.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (gSection 6.01(iv) or (h) of Section 6.01 that occurs with respect relating to the Company or any Subsidiary Guarantor) occurs of its Significant Subsidiaries), then in every such case, unless the principal of all of the Notes shall have already become due and is continuing under the Indenturepayable, either the Trustee or the Holders of at least 2533.3% in aggregate principal amount of the Notes, Notes then outstanding, by written notice in writing to the Company (and to the Trustee if such notice is given by the Holders) (an "Acceleration Notice"), maymay declare all principal, and the Trustee at the request of such Holders shall, declare the principal of, premium, if anydetermined as set forth below, and accrued interest on the Notes thereon to be immediately due and payable. Upon payable immediately; provided, however, that if any Bank Indebtedness is outstanding, upon a declaration of such acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In payable upon the event earlier of a declaration (x) the third Business Day after the sending to the Company and the holders of acceleration because an Event such Bank Indebtedness or their representative of Default set forth in clause (e) of Section 6.01 has occurred and is continuingsuch written notice, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering unless such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or is cured by the Company or the relevant Significant Subsidiary or waived by prior to such date and (y) the holders of the relevant Indebtedness within 60 days after the declaration date of acceleration with respect theretoof any Bank Indebtedness. If an Event of Default specified in clause (gSection 6.01(iv) or (h) of Section 6.01 occurs with respect to the Companyoccurs, the all principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holderthe Holders of the Notes. The Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice are authorized to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of such acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Notes that which have become due solely by such declaration of accelerationacceleration and except on default with respect to any provision requiring a supermajority approval to amend, which default may only be waived by such a supermajority, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionwaived.

Acceleration. If Subject to the terms of the Intercreditor Deed and the provisions of Section 6.01(b), if an Event of Default (other than an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 that occurs 6.01(a) with respect to the Company Issuer, any Note Guarantor or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under and is known to the IndentureTrustee, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes 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, Issuer may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 occurs 6.01(a) with respect to the CompanyIssuer, any Note Guarantor or any Significant Subsidiary occurs, the unpaid principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding the above, if the Issuer exercises its covenant defeasance option under Article 8 hereof, payment of the Notes may not be accelerated pursuant to this Section 6.02 because of the occurrence of an Event of Default specified in clauses (4), (6), (7) or (8) of Section 6.01 or non-compliance with clause (a)(3) of Section 5.01. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorESH REIT) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company ESH REIT (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) of Section 6.01 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 clause (e6) of Section 6.01 shall be remedied or cured by the Company ESH REIT or the relevant Significant Subsidiary of ESH REIT 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 (g) 8) or (h9) of Section 6.01 occurs with respect to the CompanyESH REIT, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company ESH REIT and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If (a) In the case of an Event of Default (other than an Event of Default arising from events specified in clause (gSections 6.01(a)(9) or (h6.01(a)(10) of Section 6.01 that occurs hereof, with respect to the Company, any Significant Subsidiary of the Company or any group of the Company’s Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary Guarantor) 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 under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on immediately by notice in writing to the part Company specifying the Event of Default. (b) Holders of the Trustee Notes may not enforce this Indenture or any Holderthe Notes except as provided in this Indenture. The Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes by written notice to may direct in writing the Company Trustee in its exercise of any trust or power. If a Default or Event of Default occurs and is continuing and is actually known to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment Trustee must send to each Holder notice of the Default or Event of Default within 90 days after it occurs. The Trustee, however, may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest or premium, if any, and interest on on, the Notes. In addition, the Trustee shall have no obligation to accelerate the Notes that have become due solely by such declaration if in the judgment of acceleration, have been cured or waived and (y) the rescission would Trustee acceleration is not conflict with any judgment or decree in the interest of a court the Holders of competent jurisdictionthe Notes.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (hSection 6.01(h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, 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 Notes, then outstanding, Notes by written a notice in writing 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 shallTrustee, shall declare the principal of, premium, if any, Default Amount and any accrued and unpaid interest on the all Notes then outstanding to be immediately due and payable. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, Default Amount and any accrued and unpaid interest shall on all Notes then outstanding will become and be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs, the Default Amount and any accrued and unpaid interest on all Notes then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Notes. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(e) of Section 6.01 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 clause (eSection 6.01(e) of Section 6.01 hereof shall be remedied remedied, or cured by the Company or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness 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 thereto. If an Event to Notes has been made and before a judgment or decree for payment of Default specified the money due has been obtained by the Trustee as hereinafter in clause (g) or (h) of Section 6.01 occurs with respect to the Companythis Article VI provided, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if, (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all existing Events overdue installments of Default, other than the nonpayment of interest on all Notes, (ii) the principal of, of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Notes that and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee pursuant to Section 7.07 hereof; and (b) all Events of Default with respect to the Notes, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived and (y) by the Holders as provided herein. No such rescission would not conflict with shall affect any judgment subsequent Default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g6) or (h7) of Section 6.01 that occurs 5.01 hereof with respect to the Company or any Subsidiary Guarantor) with respect to any series of Securities occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of such series 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 shallTrustee, may declare the principal of, of and premium, if any, and accrued and unpaid interest on the Notes all then outstanding Securities of such series to be immediately due and payablepayable immediately. Upon a any such declaration the amounts due and payable on the Securities of accelerationsuch series, such principal ofas determined in accordance with the next succeeding paragraph, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (g6) or (h7) of Section 6.01 occurs 5.01 hereof with respect to the CompanyCompany or any Guarantor occurs, the principal of, of and premium, if any, and accrued and unpaid interest on the Notes all Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the Securities of any series then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if with respect to such series (x) all existing Events of Default, other than the nonpayment of the principal of, or premium, if any, and or interest on the Notes that have become due solely by Securities of such declaration of acceleration, have been cured or waived and (yseries) if the rescission would not conflict with any judgment or decree and if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdictionprincipal, or premium, if any, or interest that has become due solely because of the acceleration. In the event that the maturity of the Securities of any series is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof shall become due and payable plus, premium, if any, and accrued interest to the date of payment.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(4) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor5)) occurs and is continuing under with respect to Securities of any series at the Indenturetime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of that series 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 shallTrustee, may declare to be due and payable immediately (1) the principal ofamount (or, premiumif Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes to be immediately due and payabledate of acceleration. Upon a declaration of accelerationsuch declaration, such principal of, premiumamount (or specified amount) and interest, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(4) or (h5) occurs and is continuing, (1) the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of Section 6.01 occurs with respect to all of the Company, the principal of, premiumSecurities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes then outstanding date of such acceleration, shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities of the series with respect to which an acceleration applies by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences with respect to such series if (x) all existing Events of Default, Default (other than the nonpayment non-payment of the principal of, premiumof and accrued interest, if any, and interest on the Notes Securities that have become due solely by such declaration acceleration) with respect to Securities of acceleration, that series have been cured or waived and (y) if the rescission would not conflict with any judgment or decree of a court of competent jurisdictiondecree.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor 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 (g) or (h) of Section 6.01 occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, 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 and rescind and annul a declaration of acceleration and its consequences if (xi) 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company Parent or any Subsidiary Guarantorthe Issuers) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 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 clause (e5) of Section 6.01 shall be remedied or cured by the Company Parent 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 (g7) or (h) 8) of Section 6.01 occurs with respect to the CompanyParent or the Issuers, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorTembec Inc.) occurs and is continuing under the Indenturecontinuing, then and in every such case, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal amount of the Notes and any accrued and unpaid interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, mayhowever, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due Notes, have been cured or waived as provided herein and payable. Upon (ii) such rescission or annulment would not conflict with any decree of judgment of a declaration court of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablecompetent jurisdiction. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company Tembec Inc. or the relevant Significant such Restricted Subsidiary or waived by the holders of the relevant Indebtedness Debt within 60 days 30 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the CompanyCompany or Tembec Inc., the principal of, premium, if any, amount of and any accrued and unpaid interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on on, any Note) if the Notes Trustee determines that have become due solely by such declaration withholding notice is in the interests of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above that occurs with respect to the Company Parent, the Issuer or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders shallof at least 25.0% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above occurs with respect to the CompanyParent, the Issuer or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (ef) of Section 6.01 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 clause (ef) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor 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 (gh) or (hi) of Section 6.01 occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, 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 and rescind and annul a declaration of acceleration and its consequences if (xi) 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 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 clause (e5) of Section 6.01 shall be remedied or cured by the Company 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 or Default specified in clause (g7) or (h) 8) of Section 6.01 occurs with respect to the CompanyIssuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an any Event of Default (other than an Event of Default specified in clause clauses (g6) or and (h7) of Section 6.01 that occurs 6.01(a) (with respect to the Company or Issuer, any Subsidiary Guarantorof Parent that is a Parent Guarantor or Parent)) with respect to the Notes at the time outstanding occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes may by written a notice in writing to the Company Issuer (and to the Trustee if such notice is given by to the Holders), may, and the Trustee at the request of such Holders shall, ) declare the principal ofof and premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and accrued interest on with respect to the Notes to shall be immediately due and payablepayable immediately. Upon The Trustee shall have no obligation to accelerate the Notes if and so long as a declaration committee of accelerationits Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In in the event case of a declaration of acceleration because an Event of Default set forth in arising under clause (e6) or (7) of Section 6.01 6.01(a) that 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 clause continuing under this Indenture (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the CompanyIssuer, the principal ofany Subsidiary of Parent that is a Parent Guarantor), premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The In the event of a declaration of acceleration with respect to the Notes, the Holders of at least a majority in aggregate principal amount of the then total outstanding Notes by written notice to the Company Issuer and to the Trustee, Trustee may waive on behalf of all past defaults and of the Holders of the Notes rescind and annul a such declaration of acceleration and its consequences if (x) 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 (y) the rescission and annulment would not conflict with any judgment or decree and if all existing Events of a court Default with respect to the Notes (except nonpayment of competent jurisdictionprincipal, interest, if any, or premium, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause Section 6.1(a)(i), (gii), (vii) or (hviii) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the outstanding Notes, then outstanding, by written notice in writing to the Company (and to the Trustee if such notice specifying the Event of Default and that it is given by the Holders), may, a “notice,” and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. If an Event of Default pursuant to Section 6.1(a)(i) or (ii) occurs and is continuing, the Holder as to which such Event of Default occurred may make such declaration with respect to such Holder’s Notes. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall due on such Notes shall, subject to Section 6.4, be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.1(a)(vi) of Section 6.01 above has occurred and is continuing, such declaration of acceleration of Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.1(a)(vi) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant a Subsidiary or waived by the holders of the relevant Indebtedness within 60 15 days after the declaration of acceleration with respect theretothereto and if (1) the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of such Notes, have been cured or waived. If an Event of Default specified in clause (gSection 6.1(a)(vii) or (hviii) of Section 6.01 occurs with respect to the CompanyCompany occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal Accreted Value, of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, Accreted Value of premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, Accreted Value of premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount at maturity of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If (a) Subject to Section 6.02(c), if an Event of Default (Default, other than an Event of a Bankruptcy Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of If a declaration of acceleration because an Event of Bankruptcy Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration with respect to such Notes and its consequences if if (xi) 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 the declaration of acceleration, have been cured or waived and waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. (c) Notwithstanding Section 6.02(a) or any other provision of this Indenture to the contrary, the sole remedy for any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act shall be the accrual of Additional Interest on the Notes at a rate of 0.25% per annum, payable semiannually on each Interest Payment Date based on the number of days of the relevant interest period on which the Company is deemed to be in violation of such section. In no event shall Additional Interest accrue on the Notes at a per annum rate in excess of 0.25% per annum pursuant to both this Indenture and the Registration Rights Agreement, taken together, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gviii) or (hix) of Section 6.01 that occurs 5.01(a) hereof with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantorgroup of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes 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 shallTrustee, may declare the principal of, of and premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, on all then outstanding Notes to be due and accrued interest payable immediately. Upon any such declaration the amounts due and payable on the Notes, as determined in accordance with the next succeeding paragraph, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gviii) or (hix) of Section 6.01 occurs 5.01(a) 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, occurs, the principal of, of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the all Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if: (xi) 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 the declaration of acceleration, have been cured or waived and waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereon. If the maturity of the Notes is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof shall become due and payable plus premium, if any, and accrued interest and Liquidated Damages, if any, to the date of payment. 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 (including, in the case of any such Event of Default prior to March 1, 2007, payment of the Make-Whole Price) that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium (or, in the case of any such Event of Default prior to March 1, 2007, the relevant Make-Whole Amount that would apply at such time if the Notes were optionally redeemed at the Make-Whole Price) will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorof the type described in clause (7) of Section 6.01) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e6) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretothereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified with respect to the Company described in clause (g) or (h7) of Section 6.01 occurs with respect to the Companyand is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (gSection 6.01(g) or (h6.01(h) of Section 6.01 that occurs with respect to the Company Alderwoods or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under with respect to the IndentureTwo-Year Notes, the Trustee Trustee, by written notice to Alderwoods, or the Holders of at least 25% in aggregate principal amount of the Notes, Two-Year Notes then outstanding, by written notice to the Company (Trustee and to the Trustee if such notice is given by the Holders)Alderwoods, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumunpaid interest, if any, on all of the Two-Year Notes to be due and accrued interest payable immediately, upon which declaration, all amounts payable in respect of the Two-Year Notes shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (gSection 6.01(g) or (h6.01(h) of Section 6.01 occurs with respect to the CompanyAlderwoods or any Significant Subsidiary and is continuing, then the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all of the Two-Year Notes then outstanding shall automatically 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 Two-Year Notes. The After a declaration of acceleration hereunder with respect to the Two-Year Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes Two-Year Notes, by written notice to the Company Alderwoods and to the Trustee, may waive all past defaults and rescind and annul such declaration if: (a) Alderwoods has paid or deposited with the Trustee a declaration of acceleration and its consequences if sum sufficient to pay (xi) all existing Events of Defaultamounts due the Trustee under Section 7.08 and the reasonable compensation, other than the nonpayment expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Two-Year Notes, (iii) the principal of, of and premium, if any, and interest on the any Two-Year Notes that have become due solely otherwise than by such declaration of accelerationacceleration and interest thereon at the rate borne by the Two-Year Notes, have been cured or waived and (yiv) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal that has become due otherwise than by such declaration of acceleration at the rate borne by the Two-Year Notes; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Two-Year Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right subsequent therein.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs shall have occurred and is be continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Operating Partnership (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 has hereof shall have occurred and is be continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e5) of Section 6.01 hereof shall be remedied or cured by the Company REIT, the relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause clauses (g7) or (h) 8) of Section 6.01 occurs with respect to the Companyhereof occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Operating Partnership and to the Trustee, may waive all past defaults any existing Default (except a Default in the payment of principal of, premium, if any, on, or interest on, the Notes) and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal amount of, premium, if any, and accrued interest interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofamount, premium, if any, and accrued interest interest, if any, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal amount of, premium, if any, and accrued interest interest, if any, on the Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may on behalf of all the Holders waive all past defaults Defaults and rescind and annul a such declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment non-payment of the principal amount of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (g4) or (h5) of Section 6.01 that occurs with respect 6.1 relating to the Company or the Parent or any Subsidiary Guarantorof their respective Significant Subsidiaries,) occurs then in every such case, unless the principal of all of the Notes shall have already become due and is continuing under the Indenturepayable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice in writing to the Company (and to the Trustee if such notice is given by the Holders) (an "Acceleration Notice"), maymay declare all principal, determined as set forth below, and the Trustee at the request of such Holders shall, declare the principal of, premiumaccrued and unpaid interest (and Liquidated Damages, if any, and accrued interest on the Notes ) thereon to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (g4) or (h5) of Section 6.01 occurs with respect 6.1 herein relating to the CompanyCompany or the Parent or any of their respective Significant Subsidiaries occurs, the all principal of, premiumand accrued and unpaid interest (and Liquidated Damages, if any, and accrued interest on the Notes then outstanding ) thereon shall automatically become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice generally are authorized to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of such acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Notes which have become due solely by reason of such acceleration have been cured or waived. (b) Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any Default or Event of Default, and except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Subject to the 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 of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (c) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Company and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the principal of (and premium, if any, applicable to) any Notes which would become due other than by reason of such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate borne by the Notes; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration, have been cured or waived and as provided in Section 6.4 hereof. (yd) Notwithstanding clause (c)(2) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the rescission would not conflict with consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any judgment subsequent default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, 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, Outstanding by written notice in writing 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 shallTrustee, may declare the principal of, premium, if any, and accrued interest 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”. Upon such a declaration of accelerationdeclaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) with respect to the Company occurs and is continuing, the unpaid principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premiumunpaid interest, if any, and accrued interest on all the Notes then outstanding shall 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. 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 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 in respect of such Indebtedness. The Holders of at least a majority in aggregate principal amount of the outstanding Notes at the time Outstanding by written notice to the Trustee and the Company and without notice to the Trustee, any other Holder may waive all past defaults and rescind and annul a cancel such declaration of acceleration and its consequences consequences: (1) if (x) 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 (y) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of such acceleration; (3) 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; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate 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 an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section SECTION 6.01 that occurs with respect to the Company or Company) with respect to Notes of any Subsidiary Guarantor) series at the time outstanding occurs and is continuing under the Indenturethen in every such case, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstandingoutstanding of that series, 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 of the Notes of that series to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section SECTION 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section SECTION 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on all the Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration of acceleration with respect to Notes of any series (or of all series, as the case may be), but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Notes of that series (or of all series, as the case may be) by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes then outstanding of that series, (iii) the principal of and premium, if any, on any Notes then outstanding of that series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of DefaultDefault with respect to Notes of any series (or of all series, as the case may be) other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes of that series (or of all series, as the case may be) that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or a Guarantor or any Subsidiary Guarantor) 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 under the Indenturecontinuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without immediately. Upon any declaration or other act on such declaration, the part of the Trustee or any HolderNotes shall become due and payable immediately. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premiumhereunder, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal of, premium on, if any, interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. 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.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gvii) or (hviii) of Section 6.01 that occurs hereof with respect to the Company Company, any Significant Subsidiary or any Subsidiary Guarantorgroup of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable. Upon a declaration of accelerationpayable or (2) if there are any amounts outstanding under the Credit Agreement, such principal of, premium, if any, and accrued interest shall be become immediately due and payable. In payable upon the event first to occur of a declaration an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled Acceleration Notice but only if the event of default triggering such Event of Default pursuant is then continuing. Upon any such declaration, but subject to clause (e) of Section 6.01 the immediately preceding sentence, the Notes shall be remedied or cured by become due and payable immediately. Notwithstanding 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 foregoing, if an Event of Default specified in clause (gvii) or (hviii) of Section 6.01 hereof occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically 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. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If Subject to the terms of the Group Intercreditor Deed and the provisions of Section 6.01(b), if an Event of Default (other than an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 that occurs 6.01(a) with respect to the Company Issuer, any Note Guarantor or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under and is known to the IndentureTrustee, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes 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, Issuer may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 occurs 6.01(a) with respect to the CompanyIssuer, any Note Guarantor or any Significant Subsidiary occurs, the unpaid principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding the above, if the Issuer exercises its covenant defeasance option under Article 8 hereof, payment of the Notes may not be accelerated pursuant to this Section 6.02 because of the occurrence of an Event of Default specified in clauses (4), (6), (7) or (8) of Section 6.01 or non-compliance with clause (a)(3) of Section 5.01. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (g9) or (h10) of Section 6.01 that occurs hereof, with respect to the Company Issuer, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) 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 under the Indenturecontinuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, then outstanding, declare all the Notes to be due and payable immediately by written notice to the Company (and with a copy of such notice being delivered to the Trustee if such notice is given by Collateral Agent). Upon the Holders), may, and the Trustee at the request effectiveness of such Holders shalldeclaration, declare the principal ofprincipal, interest, premium, if any, and accrued interest any Additional Amounts on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. immediately. (b) The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company Trustee and to the Trustee, Collateral Agent may waive on behalf of all past defaults and of the Holders of all of the Notes rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the except nonpayment of the principal ofprincipal, interest or premium, if any, and interest on the Notes or any Additional Amounts that have has become due solely by such declaration because of the acceleration). (c) If the Notes are accelerated or otherwise become due prior to their maturity date, have been cured or waived in each case, as a result of an Event of Default (including, but not limited to, an Event of Default referred to in clauses (10), (11) and (y12) of Section 6.01 hereof (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The applicable premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged, in each case, through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT EACH OF THEM MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agree (to the fullest extent each of them may lawfully do so) that: (A) the rescission would not conflict with any judgment or decree applicable premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the applicable premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a court course of competent jurisdictionconduct between holders and the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the applicable premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the applicable premium to the holders as herein described is a material inducement to the holders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (g) or (h7) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.1) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (Issuer and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders holders of the Notes shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company Issuer or a Restricted Subsidiary of the relevant Significant Subsidiary Issuer or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect theretothereto and if (x) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Events of Default, except non-payment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified described in clause (g) or (h7) of Section 6.01 6.1 occurs with respect to the Companyand is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount holders of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNotes.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs a bankruptcy default with respect to the Company or any Subsidiary Guarantor) Holdings, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company and Holdings (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event Event of default Default triggering such Event of Default pursuant to clause (e5) of Section 6.01 shall be remedied or cured by the Company Company, Holdings 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 (g) or (h) of Section 6.01 a bankruptcy default occurs with respect to the CompanyCompany or Holdings, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Company, Holdings and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if if: (x1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, of and interest on the Notes that have become due solely by such the declaration of acceleration, have been cured or waived and waived, and (y2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders shallof at least 25% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Any notice of default, declaration of acceleration or instruction to the Trustee to provide a notice of default, declaration of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuers 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 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 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 Issuers with such other information as the Issuers 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 Issuers determine 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 Officers’ Certificate stating that the Issuers have 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 Event of Default 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 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 Issuers provide to the Trustee an Officers’ 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 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 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 foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have 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 Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (Default, other than an Event of Default specified in clause (gunder Section 6.01(h) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) Company, occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (gunder Section 6.01(h) or (hi) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 to the Company and the Trustee that such holder is not (or, in the case such holder is the depositary or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, 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 the depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of the depositary or its nominee. 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 evidence that the Company has filed papers with 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 Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically 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 any Event of Default that resulted from the applicable Noteholder Direction shall be automatically 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 Event of Default shall be deemed never to have occurred. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) 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 the declaration of acceleration, have been cured or waived waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Except as otherwise provided in this section or Section 9.02 below, the Holders of a majority in principal amount of the outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. In the event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(f) 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(f) shall be remedied or cured, or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will send notice of the Default to each Holder within 90 days of the Trustee’s receipt of notice of the Default, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in clause (garising under Section 6.1(8) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Companyhereof, the principal of, premium, if any, accrued and accrued interest unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes then outstanding shall automatically become and be immediately will become due and payable immediately without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, the Trustee or any Holder. The (upon request of Holders of at least a majority 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may by written notice in writing to the Company and to the Trustee, may waive declare all past defaults Notes to be due and rescind payable, and annul any such notice shall specify the respective Event of Default and that such notice is a declaration "notice of acceleration acceleration" (the "ACCELERATION NOTICE"), and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, accrued and interest unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes that have shall become immediately due solely by and payable. In the event of any Event of Default specified in Section 6.1(5) relating to Indebtedness under securities, such declaration Event of accelerationDefault and all consequences thereof (including, have been cured without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the rescission would not conflict with any judgment creditors on such Indebtedness have rescinded or decree waived the acceleration, notice or action, as the case may be, giving rise to such Event of a court Default or (z) if the default that is the basis for such Event of competent jurisdictionDefault has been cured.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (gi) or clause (hj) of Section 6.01 that occurs with respect to the Company of this Indenture, all then outstanding Notes will become due and payable immediately without further action or notice. If any Subsidiary Guarantor) other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request outstanding Notes may declare all of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationpayable immediately by notice in writing to the Company and, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event in case of a declaration of acceleration because an notice by Holders, also to the Trustee specifying the respective Event of Default set forth in clause and that it is a notice of acceleration. Upon any such declaration, the Notes shall become due and payable immediately. (eb) of Section 6.01 has occurred and is continuing, At any time after such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the a declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyNotes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Six provided, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if: (x1) the Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay: (A) all existing Events of Default, other than the nonpayment of overdue interest on all Notes; (B) the principal of, of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest on thereon at the rate or rates prescribed therefor in such Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04 of this Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding the foregoing Section 6.02(b), if an Event of Default specified in clause (f) of Section 6.01 above shall have occurred and be continuing, such Event of Default and any consequential acceleration (y) to the rescission would extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded (i)(A) if the Indebtedness that is the subject of such Event of Default has been repaid or (B) 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 (ii) if any other existing Events of Default, except non-payment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause clauses (g6) or and (h7) of Section 6.01 that occurs 6.01(a) (with respect to the Company or Issuer, any Subsidiary Guarantorof Parent that is a Parent Guarantor or Parent) with respect to the Notes at the time outstanding occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes may by written a notice in writing to the Company Issuer (and to the Trustee if such notice is given by to the Holders)) declare the principal, maypremium, if any, interest and any other monetary obligations on all the Trustee at then outstanding Notes to be due and payable immediately. Upon the request effectiveness of such Holders shalldeclaration, declare the principal ofsuch principal, premium, if any, and accrued interest on with respect to the Notes to shall be immediately due and payablepayable immediately. Upon The Trustee shall have no obligation to accelerate the Notes if and so long as a declaration committee of accelerationits Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In in the event case of a declaration of acceleration because an Event of Default set forth in arising under clause (e6) or (7) of Section 6.01 6.01(a) that 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 clause continuing under this Indenture (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the CompanyIssuer, the principal ofany Subsidiary of Parent that is a Parent Guarantor), premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The In the event of a declaration of acceleration with respect to the Notes, the Holders of at least a majority in aggregate principal amount of the then total outstanding Notes by written notice to the Company Issuer and to the Trustee, Trustee may waive on behalf of all past defaults and of the Holders of the Notes rescind and annul a such declaration of acceleration and its consequences if (x) 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 (y) the rescission and annulment would not conflict with any judgment or decree and if all existing Events of a court Default with respect to the Notes (except nonpayment of competent jurisdictionprincipal, interest, if any, or premium, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If Subject to the terms of the Security Documents, if an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then then-outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest and Additional Interest, if any, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 above 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes then then-outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest and Additional Interest (if any) on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and waived, (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (z) all outstanding fees and expenses of the Trustee incurred in connection with such Default or Event of Default have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Securities then outstanding, by written notice to the Company (and to the Trustee if such notice is given by such Holders (the Holders"Acceleration Notice")), may, and the Trustee at the request of such Holders shall, declare the entire unpaid principal of, premium, if any, and accrued interest on the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately become due and payablepayable on the earlier of (x) an acceleration of Indebtedness under the Bank Credit Agreement and (y) the fifth day following such declaration (but only if the relevant Event of Default continues unremedied). In the event of a declaration of acceleration because an Event of Default set forth in clause (d) or (e) of Section 6.01 above 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 clause (d) or (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant such Restricted Subsidiary or waived by the holders of the relevant Indebtedness referred to in such clause within 60 days after the such declaration of acceleration with respect theretoacceleration. If an Event of Default specified in clause (g) or (h) of Section 6.01 above occurs with respect to the Company, the all unpaid principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Securities, by written notice to the Company and to the Trustee, may waive all past defaults Defaults or Events of Default and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, Default (other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Notes Securities that have become due solely by such declaration of acceleration, ) have been cured or waived (subject to Section 5.04) and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary GuarantorGuarantors that taken together would constitute a Significant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable; provided that any such declaration of acceleration shall not become effective until the earlier of (x) five Business Days after receipt of the acceleration notice by the Bank Agent and the Company or (y) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall automatically be rescinded and annulled without any further action required on the part of the Holders in the event that any and all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (x) and (y). In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company or Company, the relevant Significant Subsidiary or the relevant group of Subsidiary Guarantors 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 (g) or (h) of Section 6.01 occurs with respect to the CompanyCompany or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, 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 Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor8)) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, outstanding Notes 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 shallTrustee, may declare the principal of, premiumAccreted Value of and accrued but unpaid interest, if any, and accrued interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, Accreted Value and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 occurs 8) with respect to the CompanyCompany or a Guarantor occurs and is continuing, the principal of, premiumAccreted Value of and interest, if any, and accrued interest on all the Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderNoteholders. The Holders of at least a majority in principal amount at maturity of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) the rescission would not conflict with any judgment or decree and if 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, Default have been cured or waived except nonpayment of Accreted Value or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of this Section 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if (yA) the rescission event of default or payment default triggering such Event of Default pursuant to clause (5) of this Section 6.01 shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto, (B) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (C) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.01(a)) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, total outstanding Notes may declare the principal ofprincipal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (7) or (8) of Section 6.01(a), all outstanding Notes shall be due and payable immediately without further action or notice. If the Notes are accelerated or otherwise become due prior to the stated maturity, in each case, as a result of an Event of Default, the amount of principal of, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately that becomes due and payable without any declaration or other act shall equal 100% of the outstanding principal amount of the Notes on the part date of the Trustee or any Holdersuch acceleration plus accrued and unpaid interest. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived, and the Issuer has paid or deposited with the Trustee a court sum sufficient to pay all sums paid or advanced by the Trustee, and the reasonable compensation, expenses, disbursements and advances of competent jurisdictionthe Trustee, its agents and counsel.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gvi) or (hvii) of Section 6.01 6.1 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders) (the "Acceleration Notice"), may, and the Trustee at the request of such Holders shall, declare the principal Principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal Principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eiv) of Section 6.01 6.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (eiv) of Section 6.01 6.1 shall be remedied or cured by the Company or and/or the relevant Significant Subsidiary Subsidiaries 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 (gvi) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment of the principal 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (g) or (h6) of Section 6.01 that occurs with 6.01(a) in respect to of the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the written request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e5) of under Section 6.01 6.01(a) has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e5) of Section 6.01 6.01(a) shall be remedied or cured by the Company or the relevant Significant a Restricted Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 30 days after the declaration of acceleration with respect thereto. thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default specified described in clause (g) or (h6) of Section 6.01 6.01(a) occurs with and is continuing in respect to of the Company, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders. (c) 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 (except with respect to nonpayment of principal, premium or interest of any Note held by a non-consenting holder) and rescind and annul a declaration of any such acceleration with respect to the Notes and its consequences if (x1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionwaived.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (gSection 6.01(g) or (h6.01(h) of Section 6.01 that occurs with respect to the Company Alderwoods or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under with respect to the IndentureSeven-Year Notes, the Trustee Trustee, by written notice to Alderwoods, or the Holders of at least 25% in aggregate principal amount of the Notes, Seven-Year Notes then outstanding, by written notice to the Company (Trustee and to the Trustee if such notice is given by the Holders)Alderwoods, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumunpaid interest, if any, on all of the Seven-Year Notes to be due and accrued interest payable immediately, upon which declaration, all amounts payable in respect of the Seven-Year Notes shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (gSection 6.01(g) or (h6.01(h) of Section 6.01 occurs with respect to the CompanyAlderwoods or any Significant Subsidiary and is continuing, then the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all of the Seven-Year Notes then outstanding shall automatically 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 Seven-Year Notes. The After a declaration of acceleration hereunder with respect to the Seven-Year Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes Seven-Year Notes, by written notice to the Company Alderwoods and to the Trustee, may waive all past defaults and rescind and annul such declaration if: (a) Alderwoods has paid or deposited with the Trustee a declaration of acceleration and its consequences if sum sufficient to pay (xi) all existing Events of Defaultamounts due the Trustee under Section 7.08 and the reasonable compensation, other than the nonpayment expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Seven-Year Notes, (iii) the principal of, of and premium, if any, and interest on the any Seven-Year Notes that have become due solely otherwise than by such declaration of accelerationacceleration and interest thereon at the rate borne by the Seven-Year Notes, have been cured or waived and (yiv) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal that has become due otherwise than by such declaration of acceleration at the rate borne by the Seven-Year Notes; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Seven-Year Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. 36 No such rescission shall affect any subsequent Default or Event of Default or impair any right subsequent therein.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (g) or (h12) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.1 (Events of Default)) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (Issuer and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall be immediately due and payable. payable immediately. (b) In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e5) of Section 6.01 6.1 (Events of Default) has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or Payment Default triggering such Event of Default pursuant to clause (e5) of Section 6.01 6.1 (Events of Default) shall be remedied or cured by the Company Parent or the relevant Significant a Restricted Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect thereto. thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) If an Event of Default specified described in clause (g) or (h12) of Section 6.01 6.1 (Events of Default) occurs with respect to the Companyand is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(ix) or (hx) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallCompany, may declare the principal of, premium, if any, and accrued interest on all the Notes to due and payable immedi- ately, upon which declaration all amounts payable in respect of the Notes shall immediately be immediately due and payable. Upon a declaration of acceleration, such principal of, premium; provided that so long as the Credit Agreement shall be in full force and effect, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has shall have occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such continuing (other than an Event of Default pursuant specified in Section 6.01(ix) or (x) with respect to clause the Company), any such acceleration shall not be effective until the earlier to occur of (ex) five Business Days following delivery of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders a written notice of such acceleration of the relevant Notes to the Bank Agent under the Credit Agreement and (y) the acceleration of any Indebtedness within 60 days after under the declaration of acceleration with respect theretoCredit Agreement. If an Event of Default specified in clause (gSection 6.01(ix) or (hx) of Section 6.01 occurs with respect to the CompanyCompany occurs and is continuing, then the principal of, premium, if any, and accrued interest on all the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustees or any Holder. The Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Notes because (x) an Event of Default specified in Section 6.01(v) shall have occurred and be continuing, such declaration of acceleration of the Notes and such Event of Default shall be automatically annulled and rescinded and be of no further effect if the Indebtedness that is the subject of such Event of Default has been discharged or paid in full or such Event of Default shall have been cured or waived by the holders of such Indebtedness and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness or (y) an Event of Default specified in Section 6.01(vii) shall have occurred and be continuing, such declaration of acceleration of the Notes and such Event of Default shall be automatically annulled and rescinded and be of no further effect if the proceedings or enforcement action with respect to the Indebtedness that is the subject of such Event of Default is terminated or rescinded, or such Indebtedness is paid in full and only so long as any holder of such Indebtedness shall not have applied any assets referenced in Section 6.01(vii) in satisfaction of such Indebtedness and, in the case of both (x) and (y) of this paragraph, written notice of such discharge, cure or waiver and rescission, as the case may be, shall have been given to the Trustee within 60 days after such declaration of acceleration in respect of the Notes by the Company or by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee and no other Event of Default shall have occurred which has not been cured or waived during such 60-day period. After a declaration of acceleration under this Indenture, but before a judgment or decree for payment of money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul such declaration if: (a) the Company has paid or deposited with the Trustee a declaration of acceleration and its consequences if sum sufficient to pay: (xi) all existing Events sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements, and advances of Defaultthe Trustee, other than the nonpayment of its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of, and premium, if any, and interest on the any Notes that which have become due solely otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes which has become due otherwise than by such declaration of acceleration, have been cured or waived and ; (yb) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (g5) or (h6) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.1) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company or the Holders of at least 25% a majority in aggregate principal amount of the Notes, then outstanding, outstanding Securities 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, may declare the unpaid principal of, premium, if any, of and any accrued interest on all the Notes Securities to be immediately due and payable. Upon a such declaration of acceleration, such the principal of, premium, if any, and accrued interest shall be immediately due and payable. In payable immediately; provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the event of Senior Debt, upon a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred by the Holders, all principal and is continuing, such declaration of acceleration interest under this Indenture shall be automatically rescinded due and annulled if payable upon the event earlier of default triggering such Event (x) the day which is 5 Business Days after the receipt by each of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by and the holders of the relevant Indebtedness within 60 days after the declaration Senior Debt of such written notice of acceleration with respect theretoor (y) the date of acceleration of any Indebtedness under any Senior Debt. If an Event of Default specified in clause (g5) or (h6) of Section 6.01 occurs with respect to the Company6.1 occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding such an amount shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the then outstanding Notes Securities by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 7.01 that occurs with respect to the Company or any Subsidiary Guarantoran Issuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers and Paying Agent (and to the Trustee and Paying Agent if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) of Section 6.01 7.01 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 clause (e6) of Section 6.01 7.01 shall be remedied or cured by the Company relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. In the event of any Event of Default specified in clause (6) of Section 7.01, such Event of Default 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 the Holders, if within 20 days after such Event of Default arose the Issuers deliver an Officer’s Certificate to the Trustee stating that (i) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (iii) the default that is the basis for such Event of Default has been cured. If an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 7.01 occurs with respect to the Companyan Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The For the avoidance of doubt, if a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another Default that resulted solely because of that Initial Default will also be cured without any further action, even though such delivery is not within the prescribed period specified in this Indenture. 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”) in accordance with this Indenture must be accompanied by a written representation from each such Holder delivered to the Issuers and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such Holder is being instructed solely by beneficial owners that 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 least the time of providing a majority Noteholder Direction, to covenant to provide the Issuers with such other information as the Issuers may reasonably request from time-to-time in principal amount order to verify the accuracy of such Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the outstanding Notes by written notice in lieu of the Depositary or its nominee and the Depositary or its nominee shall be entitled to the Company conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, may waive all past defaults and rescind and annul following the delivery of a declaration of Noteholder Direction, but prior to acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal ofNotes, premiumthe Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, if anyat any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuers have initiated litigation (“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 interest on seeking to invalidate any Event of Default that resulted from the Notes that have become due solely by applicable Noteholder Direction, the cure period with respect to such declaration Default shall be automatically stayed and the cure period with respect to such Event of acceleration, have been cured or waived Default shall be automatically reinstituted and (y) the rescission would not conflict with any judgment or decree remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction.jurisdiction on such matter (a “Final Decision”). Once such Officer’s Certificate has been provided to the Trustee, the Trustee shall take no future action pursuant to the related Noteholder Direction until it receives notices of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Officer’s Certificate”), the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary the Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (ef) of Section 6.01 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 clause (ef) of Section 6.01 shall be remedied or cured by 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 (gh) or (hi) of Section 6.01 occurs with respect to the Company, the Guarantor or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs hereof, with respect to the Company Company, any of its Significant Subsidiaries or any Subsidiary Guarantor) 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 under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration payable immediately by notice in writing to the Company specifying the Event of accelerationDefault; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement is outstanding, such principal ofacceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company of written notice of such acceleration. A default under clauses (4), premium(5), if any(6), and accrued interest shall be immediately due and payable. In the event (7) or (10) of a declaration of acceleration because Section 6.01(a) hereof will not constitute an Event of Default set forth until the Trustee notifies the Company or the Holders of at least 25% in clause aggregate principal amount of the then outstanding Notes notify the Company and the Trustee of the default and the Company or its Subsidiary, as applicable, does not cure such default within the time specified in clauses (e4), (5), (6), (7) or (10) of Section 6.01 has occurred and is continuing, hereof after receipt of such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdernotice. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders, may waive all past defaults and rescind and annul a declaration any existing Default or Event of acceleration Default and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest or premium or Special Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g6) or (h7) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor7.01(a)) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal ofprincipal, premium, if any, interest and accrued interest any other monetary obligations on all the then outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on immediately. Upon the part effectiveness of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trusteesuch declaration, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal ofsuch principal, premium, if any, and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 7.01(a), all outstanding Notes shall be due and payable immediately without further action or notice. If the Notes are accelerated or otherwise become due prior to the stated maturity, in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Notes that have become becomes due solely by and payable shall equal 100% of the outstanding principal amount of the Notes on the date of such declaration of acceleration, have been cured or waived plus accrued and (y) unpaid interest. 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 the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived, and the Issuer has paid or deposited with the Trustee a court sum sufficient to pay all sums paid or advanced by the Trustee, and the reasonable compensation, expenses, disbursements and advances of competent jurisdictionthe Trustee, its agents and counsel.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Securities then outstanding, by written notice to the Company (and to the Trustee if such notice is given by such Holders (the Holders"Acceleration Notice")), may, and the Trustee at the request of such Holders shall, declare the entire unpaid principal of, premium, if any, and accrued interest on the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately become due and payablepayable on the earlier of (x) an acceleration of Indebtedness under the Bank Credit Agreement and (y) the fifth day following such declaration (but only if the relevant Event of Default continues unremedied). In the event of a declaration of acceleration because an Event of Default set forth in clause (d) or (e) of Section 6.01 above 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 clause (d) or (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant such Restricted Subsidiary or waived by the holders of the relevant Indebtedness referred to in such clause within 60 days after the such declaration of acceleration with respect theretoacceleration. If an Event of Default specified in clause (g) or (h) of Section 6.01 above occurs with respect to the Company, the all unpaid principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes Securities, by written notice to the Company and to the Trustee, may waive all past defaults Defaults or Events of Default and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, Default (other than the nonpayment non - payment of the principal of, premium, if any, and interest on the Notes Securities that have become due solely by such declaration of acceleration, ) have been cured or waived (subject to Section 5.04) and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (hSection 6.01(h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, 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 Notes, then outstanding, Notes by written a notice in writing 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 shallTrustee, shall declare the principal of, premium, if any, Default Amount and any accrued and unpaid interest on the all Notes then outstanding to be immediately due and payable. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, Default Amount and any accrued and unpaid interest shall on all Notes then outstanding will become and be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs, the Default Amount and any accrued and unpaid interest on all Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Notes. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(e) of Section 6.01 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 clause (eSection 6.01(e) of Section 6.01 hereof shall be remedied remedied, or cured by the Company or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness Indebtedness, within 60 calendar days after such event of default; provided no judgment or decree for the declaration payment of acceleration with respect theretothe money due on the Notes has been obtained by the Trustee as hereinafter in this Article VI provided. If an In the case of any Event of Default specified in clause occurring by reason of any willful action (gor inaction) taken (or (hnot taken) by or on behalf of Section 6.01 occurs 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 Companyoptional redemption provisions of the Indenture, the principal of, premium, if any, and accrued interest on the Notes then outstanding an equivalent premium shall automatically also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, 2003 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 date, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 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 money due has been obtained by the Trustee or any Holder. The as hereinafter in this Article VI provided, the Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if, (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events overdue installments of Default, other than the nonpayment of interest on all Notes, (ii) the principal of, of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Notes that and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee pursuant to Section 7.07 hereof; and (b) all Events of Default with respect to the Notes, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived and (y) by the Holders as provided herein. No such rescission would not conflict with shall affect any judgment subsequent Default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01) under Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding to be immediately due and payable. Upon , by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be become immediately due and payable. In ; provided, however, that so long as any Obligations permitted to be incurred under the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuingIndenture pursuant to the Credit Agreement shall be outstanding or the commitments thereunder have not been terminated, such declaration of that acceleration shall not be automatically rescinded and annulled if effective until the event earlier of default triggering such Event (1) an acceleration of Default pursuant to clause all Obligations under the Credit Agreement or (e2) of Section 6.01 shall be remedied or cured five business days after receipt by the Company or the relevant Significant Subsidiary or waived by the holders administrative agent under such Credit Agreement of written notice of the relevant Indebtedness within 60 days after acceleration of the declaration of acceleration with respect theretoNotes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 occurs with respect to the Companyabove occurs, the all unpaid principal of, premium, if any, and accrued interest on on, the Notes then outstanding shall automatically will become and be immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. The Holders If any Event of at least a majority in principal amount Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the outstanding 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 by written notice pursuant to the Company optional redemption provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Trusteeextent permitted by law, may waive anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, 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, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If (i) (A) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (1) all past defaults overdue installments of interest on all the Notes, (2) the principal of, and rescind and annul a premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and its consequences if interest thereon at the rate or rates prescribed therefor in the Notes, (x3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) all existing money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (yC) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration Note. The Issuer will be required to furnish to the Trustee annually a statement as to the performance of acceleration, have been cured certain obligations under this Indenture and as to any default in such performance. The Issuer also is required to notify the Trustee if it becomes aware of the occurrence of any Default or waived and (y) the rescission would not conflict with any judgment or decree Event of a court of competent jurisdictionDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gd) or (he) of Section 6.01 that occurs with respect to the Company or any Subsidiary the Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Debentures then outstanding, by written notice to the Company or the Guarantor (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, of and accrued and unpaid interest on all the Notes Debentures to be immediately due and payable, any provision of this Indenture or the Debentures to the contrary notwithstanding. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (ec) of Section 6.01 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 clause (ec) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary Guarantor or waived by the holders of the relevant Indebtedness Holders within 60 90 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gd) or (he) of Section 6.01 occurs with respect to the CompanyCompany or the Guarantor, the principal of, premium, if any, and accrued and unpaid interest on the Notes Debentures then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration of acceleration (except in the case of a declaration of acceleration in respect of an Event of Default set forth in clause (c) of Section 6.01 provided for in the immediately preceding paragraph), but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Notes Debentures by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Debentures, and (iii) the principal of any Debentures that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Debentures, (b) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, of and accrued and unpaid interest on the Notes Debentures that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest (including Additional Interest) on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable; provided that any such declaration of acceleration shall not become effective until the earlier of (A) five Business Days after receipt of the acceleration notice by the Representative of the lenders under the Credit Agreement and the Company or (B) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall automatically be rescinded and annulled without any further action required on the part of the Holders in the event that any and all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (A) and (B). In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 above 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (gh) or (hi) of Section 6.01 above occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (g) or and (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at Trustee, may declare all the request of Notes to be due and payable. Upon such Holders shalldeclaration, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due on, and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, and accrued interest with respect to, the Notes shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Companyhereof occurs, the principal of, premium, if any, and accrued interest on the Notes then outstanding such an amount shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration. In the case of any Event of Default pursuant to the provisions of Section 6.01 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 that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 7 of the Initial Notes -44- 167 (Section 6 in the case of the New Notes), an equivalent premium shall, upon demand of the Holders of at least 25% in principal amount of the then outstanding Notes delivered to the Company and the Trustee, also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes contained to the contrary notwithstanding.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 4.01(f) or (h4.01(g) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the this Indenture, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holdersholders (the "Acceleration Notice")), may, and the Trustee at the request of such Holders holders shall, declare the principal of, premium, if any, and accrued interest on the all such outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 4.01(d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default or payment default triggering such an Event of Default pursuant to clause (eSection 4.01(d) of Section 6.01 shall be remedied or cured by the Company or Issuer and/or the relevant Significant Subsidiary Subsidiaries 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 (gSection 4.01(f) or (h4.01(g) of Section 6.01 occurs with respect to the CompanyIssuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholder. The Holders holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuer and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xi) 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (gSection 6.1(x) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the Notes, Securities then outstanding, 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 shallTrustee, may declare the principal of, premium, if any, and accrued interest on the Notes Securities to be immediately due and payablepayable in full. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”. If the Holders of at least fifty percent (50%) in aggregate principal amount of the outstanding Securities request in writing the Trustee to give such notice on their behalf, the Trustee shall do so. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Companydeclaration, the principal of, premium, if any, and any accrued and unpaid interest on on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.1(x) occurs, the Notes then outstanding principal of, and accrued and unpaid interest on, all the Securities shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and or annul a declaration of an acceleration and its consequences if (xA) the rescission would not conflict with any order or decree, (B) all existing Events of Default, other than except the nonpayment of the principal of, premium, if any, and or interest on the Notes that have has become due solely by such declaration because of the acceleration, have been cured or waived and (yC) all amounts due to the rescission would not conflict with any judgment or decree of a court of competent jurisdictionTrustee under Section 7.7 have been paid.

Acceleration. If Section 6.2 of the Base Indenture is amended such that the references to “clause (6) or (7)” in the first and second paragraph and in clause (5) of the third paragraph are deleted and replaced with the words “clause (7) or (8)”. Notwithstanding Article VI of the Base Indenture, for the first 365 days immediately following an Event of Default relating to (other than i) the Company’s failure to file with the Trustee any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the Company’s failure to comply with its reporting obligations to the Trustee set forth under Section 4.01 of this Second Supplemental Indenture, the sole remedy for any such Event of Default shall be the accrual of additional interest on the Securities at a rate per annum equal to (i) 0.25% of the outstanding principal amount of the Securities for the first 180 days following the occurrence of such Event of Default and (ii) 0.50% of the outstanding principal amount of the Securities for the next 180 days after the first 180 days following the occurrence of such Event of Default, in each case, payable quarterly at the same time and in the same manner as regular interest on the Securities. This additional interest will accrue on all outstanding Securities from, and including the date on which such Event of Default first occurs to, and including, the 365th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). In addition to the accrual of such additional interest, on and after the 360th day immediately following an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect relating to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturesuch reporting obligations, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Securities may declare the principal ofamount of the Securities and any accrued and unpaid interest through the date of such declaration, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The 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 and rescind and annul a declaration of acceleration and its consequences if (x) 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (gx) or (hxi) of Section 6.01 that occurs hereof, with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) occurs group of Restricted Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is continuing under the Indenturebe continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, Notes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest and Additional Interest, if any, to the date of acceleration, by written a notice in writing to the Company (and to the Trustee if such notice is given by the HoldersHolders of the Notes); provided, mayhowever, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth in clause (eunder Section 6.01(vii) of Section 6.01 hereof has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event Event of default Default or Payment Default triggering such Event of Default pursuant to clause (eSection 6.01(vii) of Section 6.01 hereof shall be remedied or cured by the Company or the relevant Significant a Restricted Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 20 business days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If In the case of an Event of Default specified in clause clauses (gx) or (hxi) of Section 6.01 occurs hereof, with respect to the Company, the principal ofany Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, premiumtaken together would constitute a Significant Subsidiary shall occur, if any, and accrued interest on such amount with respect to all the Notes then outstanding shall automatically will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration payment of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal ofprincipal, premium, if any, and or interest on the Notes or Additional Interest, if any) if it determines that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionwithholding notice is in their interest.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (gSections 6.1(4) or (hand 6.1(5) of Section 6.01 that occurs with respect above relating to the Company or any Subsidiary Guarantor) occurs of the Company’s Significant Subsidiaries), then in every such case, unless the principal of all of the Notes shall have already become due and is continuing under the Indenturepayable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice in writing to the Company (and to the Trustee if such notice is given by the Holders) (an “Acceleration Notice”), maymay declare all principal, and the Trustee at the request of such Holders shall, declare the principal of, premium, if anydetermined as set forth below, and accrued interest on the Notes to be immediately due (and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, and accrued interest shall ) thereon to be immediately due and payablepayable immediately. In the event of a declaration of acceleration because resulting from an Event of Default set forth described in clause (eSection 6.1(6) of Section 6.01 above with respect to any Senior Debt outstanding pursuant to the Credit Agreement has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of such default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or is cured by the Company or the relevant Significant Subsidiary or waived by or the holders of the relevant Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 5 days after thereof and the Trustee has received written notice or such cure, waiver or rescission and no other Event of Default described in Section 6.1(6) above has occurred that has not been cured or waived within 5 days of the declaration of such acceleration with in respect theretoof such Indebtedness. If an Event of Default specified in clause (gSections 6.1(4) or (hand 6.1(5) of Section 6.01 occurs with respect above relating to the Company or any of the Company’s Significant Subsidiaries occurs, the all principal of, premiumand accrued interest (and Liquidated Damages, if any, and accrued interest on the Notes then outstanding ) thereon shall automatically become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holder. The the Holders. (b) Prior to the declaration of acceleration of the maturity of the Notes, the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding Notes may waive on behalf of all the Holders any Default, except a Default in the payment of principal of or interest on any Note not yet cured without the consent of the Holder of each outstanding Note affected. Subject to the 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 of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. (c) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Company and to the Trustee, may waive rescind, on behalf of all past defaults and rescind and annul a Holders, any such declaration of acceleration if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the principal of (and premium, if any, applicable to) any Notes which would become due other than by reason of such declaration of acceleration, and interest thereon at the rate borne by the Notes; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its consequences if agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and (x2) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes that which have become due solely by such declaration of acceleration, have been cured or waived and as provided in Section 6.4 hereof. (yd) Notwithstanding clause (c)(2) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the rescission would not conflict with consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any judgment subsequent default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 8.1(i) or (hSection 8.1(j) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenture(including an Event of Default specified in Section 8.1(i) or Section 8.1(j) with respect to one or more Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, Notes at the time 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 shallTrustee, may declare the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued interest on on, all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest accelerated amount shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 8.1(i) or (hSection 8.1(j) of Section 6.01 occurs with respect to the CompanyCompany and is continuing, the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued interest on on, all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes at the time outstanding, by written notice to the Company Trustee (and without notice to the Trustee, any other Holder) may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, or any accrued and unpaid interest on the Notes and Additional Interest, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 9.7 have been cured paid. No such rescission shall affect any subsequent Default or waived and (y) the rescission would not conflict with impair any judgment or decree of a court of competent jurisdictionright consequent thereto.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (g) or (h4) of Section 6.01 that occurs with respect to 6.01), then in every such case, unless the Company or any Subsidiary Guarantor) occurs principal of all of the Notes shall have already become due and is continuing under the Indenturepayable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice in writing to the Company (and to the Trustee if such notice is given by the Holders) (an "Acceleration Notice"), maymay declare all principal, determined as set forth below, premium, if any, and accrued and unpaid interest (and Liquidated Damages, if any) thereon to be due and payable immediately. If an Event of Default specified in clause (4) above occurs with respect to the Trustee at the request of such Holders shallCompany or any Significant Subsidiary, declare the all principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due (and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, and accrued interest shall be immediately due and payable. In ) on all the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the outstanding Notes then outstanding shall automatically become and will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes are authorized to rescind any such acceleration by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences Trustee if (x) all existing Events of Default, Default (other than (a) the nonpayment non-payment of the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Notes that which have become due solely by such declaration of acceleration, (b) with respect to defaults with respect to any provision requiring a supermajority approval to amend, which default may only be waived by such a supermajority and (c) with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected) have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionas provided in this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gf) or (hg) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorWCI) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the NotesSecurities, then outstanding, by written notice to the Company and WCI (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 the Notes Securities to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (ed) of Section 6.01 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 clause (ed) of Section 6.01 shall be remedied or cured by the Company Company, WCI 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 (gf) or (hg) of Section 6.01 occurs with respect to the CompanyCompany or WCI, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Notes Securities by written notice to the Company Company, WCI and to the Trustee, may waive all past defaults Defaults and rescind and annul a such declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor by such Securities, (b) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes Securities that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 that occurs above with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, --------------- then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notesthen outstanding 1997 Notes may declare the unpaid principal of and accrued and unpaid interest thereon, if any, on all the 1997 Notes then outstandingoutstanding to be due and payable, by written a notice in writing to the Company (and to the Trustee Trustee, if such notice is given by the Holders), may) and upon such declaration such principal amount, and the Trustee at the request of such Holders shall, declare the principal of, premiumaccrued and unpaid interest thereon, if any, and accrued interest on the Notes to be will become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth notwithstanding anything contained in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company this Indenture or the relevant Significant Subsidiary or waived by 1997 Notes to the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretocontrary. If an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 occurs above with respect to the CompanyCompany occurs, the all unpaid --------------- principal of, premiumof and accrued and unpaid interest thereon, if any, and accrued interest on the 1997 Notes then outstanding shall automatically will ipso facto become and be immediately due and payable without any declaration ---- ----- or other act on the part of the Trustee or any Holder. The Holders of at least no less than a majority in aggregate principal amount of the outstanding 1997 Notes by written notice are authorized to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of such acceleration and its consequences if (x) all existing Events of Default, other than Default have been cured or waived except for an Event of Default with respect to the nonpayment non-payment of the principal of, of and premium, if any, and interest on the 1997 Notes that have become due solely by such acceleration. (b) Prior to the declaration of accelerationacceleration of the maturity of the 1997 Notes, have been cured or waived and (y) the rescission would not conflict with any judgment or decree holders of a court majority in aggregate principal amount of competent jurisdictionthe 1997 Notes at the time outstanding may waive on behalf of all such holders any default, except a default in the payment of principal of or interest on any 1997 Note not yet cured, or a default with respect to any covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding 1997 Note affected. (c) Upon an acceleration as provided in this Section 6.02, all ------------ amounts owed by the Company to the Trustee or Holders, including the aggregate principal of, and all premium and accrued and unpaid interest thereon, if any, the 1997 Notes and any and all expenses, fees, or other amounts owing under this Indenture shall bear interest at the then applicable rate of interest payable on the 1997 Notes plus 2% per annum (the "Default Rate") until such amounts have --- ----- ------------ been paid or such acceleration has been rescinded pursuant to Section 6.02(a). --------------- -45-

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable, provided that, in the event of a Guarantor default, JLL may elect to substitute another Guarantor or Guarantors acceptable to at least one nationally-recognized rating agency, in which case neither the Trustee nor the requisite percentage of Holders shall have any right to declare the principal, premium (if any) or interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor 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 (g) or (h) of Section 6.01 occurs with respect to the CompanyCompany or a Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration of acceleration, 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 Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, then the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of the Notes, then outstanding, outstanding Notes (which contain such defaults) may declare the principal of the Notes and accrued but unpaid interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes (which contain such Defaults) may, under certain circumstances, rescind and the Trustee at the request annul such acceleration if all Events of such Holders shall, declare the principal of, premium, if anyDefault have been cured or waived as provided in this Indenture; provided that a notice of Default may not be given with respect to any action taken, and accrued interest on the Notes reported publicly or to be immediately due and payable. Upon a declaration holders, more than two years prior to such notice of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretoDefault. If an Event of Default specified in arising from clause (g7) or (h) 8) of Section 6.01 occurs 6.1, with respect to the Company, occurs and is continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically (which contain such defaults) will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders In the event 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 and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal ofNotes solely because an Event of Default specified in Section 6.1(5) has occurred and is continuing, premium, if any, and interest on the declaration of acceleration of the Notes that have become due solely shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(5) shall be remedied or cured by such the Company or a Restricted Subsidiary of the Company or waived by the requisite number of holders of the relevant Indebtedness within 20 Business Days after the declaration of acceleration, have been cured or waived acceleration with respect thereto and (y) if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(i) or (hj) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs has occurred and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders Noteholders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, 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 shallTrustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(i) or (hj) of Section 6.01 occurs with respect to the CompanyCompany occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee and the Company or any HolderNoteholders. The Holders of at least a majority in principal amount of the Notes then outstanding Notes by written notice to the Trustee and the Company and may: (a) waive any Default or Event of Default (other than any continuing Default or Event of Default in payment of principal or interest) with respect to such Notes under the Trustee, may waive all past defaults and Indenture; and (b) rescind and annul a declaration of an acceleration with respect to such Notes and its consequences if (x) all existing Events of Default, other than the except an acceleration due to nonpayment of the principal of, premium, if any, and or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yNotes) if the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (other than non-payment of competent jurisdictionaccelerated principal and premium, if any, with respect to such Notes) have been cured or waived. No such waiver or rescission shall affect any subsequent Event of Default or impair any right or power consequent thereon. The provisions of Sections 6.01 and 6.02 of this Third Supplemental Indenture shall supercede and replace, respectively, the provisions of Sections 6.01 and 6.02 of the Original Indenture for purposes of the Notes.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs a bankruptcy default with respect to the Company or any Subsidiary Guarantor) Company, occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the HoldersHolders (subject to Section 7.02(d)), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of If a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of bankruptcy default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by 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 (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if if (xi) 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 the declaration of acceleration, have been cured or waived and waived, (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (iii) there had been paid to or deposited with the Trustee a sum sufficient to pay all amounts due to the trustee and to reimburse the Trustee for any and all fees, expenses and disbursements advanced by the Trustee, its agents and its counsel incurred in connection with such Default.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 8.1(j) or (hSection 8.1(k) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenture(including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, Notes at the time 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 shallTrustee, may declare the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued interest on on, all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest accelerated amount shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 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 clause (e) of Section 6.01 shall be remedied or cured by 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 theretopayable immediately. If an Event of Default specified in clause (gSection 8.1(j) or (hSection 8.1(k) of Section 6.01 occurs with respect to the CompanyCompany and is continuing, the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued interest on on, all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes at the time outstanding, by written notice to the Company Trustee (and without notice to the Trustee, any other Holder) may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) the rescission would not conflict with any judgment or decree and if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, or any accrued and unpaid interest on the Notes and Additional Interest, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 9.7 have been cured paid. No such rescission shall affect any subsequent Default or waived and (y) the rescission would not conflict with impair any judgment or decree of a court of competent jurisdictionright consequent thereto.