Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to either of the IssuersCompany) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of declaration, and any accrued but and unpaid interest (including contingent interest) through the date of such declaration, on all the Securities is to be immediately due and payable. Upon such a declaration, such principal Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with occurs in respect to either of the Issuers occursCompany and is continuing, the principal of, premiumIssue Price plus accrued Original Issue Discount plus accrued and unpaid interest (including contingent interest), if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.07 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g)) with respect to either of the Issuers) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall Securities may declare that the principal of, premium, if any, of and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration", and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to either occurs and is continuing, then all unpaid principal of the Issuers occurs, the principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities by notice may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee may rescind an acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In reasonable expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (a)(vii) or (gviii) of Section 6.01 hereof with respect to either Parent or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Issuerslatest audited consolidated financial statements for Parent), would constitute a Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Securities, Notes by notice to Parent and the Issuers shall Paying Agent (and if given by the Holders, with a copy to the Trustee) may declare that the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities is then outstanding Notes to be due and payablepayable immediately. Upon the effectiveness of such a declaration, such principal principal, premium, if any, and interest shall be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (a)(vii) or (gviii) of Section 6.01 hereof with respect to either the Parent or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Issuers occurslatest audited consolidated financial statements for Parent), the principal ofwould constitute a Significant Subsidiary, premium, if any, and interest on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holdersnotice. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel an acceleration and its consequences. In : (i) if the event of rescission would not conflict with any Event judgment or decree; (ii) if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood waived, annulled or rescinded except nonpayment of principal or interest that in no event shall an acceleration has become due solely because of the principal amount acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Securities as described above be annulledIssuer or Parent has paid the Trustee and the Paying Agent hereunder its reasonable compensation and reimbursed the Trustee and the Paying Agent for its expenses, waived or rescinded upon the happening of any such eventsdisbursements and advances.

Acceleration. If an Event of Default (other than an Event of Default as specified in clauses (5) and (6) of Section 6.01(f6.01 above) or (g) with respect relating to either of the Issuers) Securities occurs and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least not less than 25% in principal amount of the Securities then outstanding Securities, by notice in writing to the Issuers shall Company and the Trustee, may declare that the unpaid principal of, premium, if any, (but in no event more than the maximum amount of principal and accrued but unpaid interest on all the Securities is thereon allowed by law) to be due and payablepayable immediately. Upon any such a declaration, declaration such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to either of the Issuers occurs, the principal of, premium, if any, amount and accrued interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration 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 provided, the Holders of a majority in principal amount of the Securities then outstanding, by written notice to the Trustee Company and the Trustee, may rescind an acceleration and annul such declaration as to the Securities and its consequences. In consequences if: (1) the event Company has paid or deposited with the Trustee a sum sufficient to pay (A) the principal of any Event the Securities that has become due otherwise than by such declaration of Default specified in Section 6.01(eacceleration (together with interest, if any, payable thereon), such Event of Default and ; and (B) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid by the Trustee or hereunder and the Holders reasonable compensation, expenses, disbursements and advances of the SecuritiesTrustee and its agents, if within 20 days after such Event attorneys and counsel; and (2) all existing Events of Default arose the Issuers deliver an Officers’ Certificate relating to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has Securities have been discharged or (y) the holders thereof have rescinded cured or waived and the acceleration, notice rescission would not conflict with any judgment or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdecree.

Acceleration. If an Event of Default with respect to any Series of Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, Securities of that Series by notice to the Issuers shall Issuer (and to the Trustee if such notice is given by the Holders), may declare that the principal amount of, premium, if any, and accrued but and unpaid interest on all the Securities is of that Series to be due and payable. Upon such a declaration, such principal amounts (including premium, if any, then due and interest unpaid) shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to either of the Issuers occurs, the principal amount of, premium, if any, and accrued and unpaid interest on all the Securities of such Series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the Securities of any Series by notice to the Trustee may rescind an acceleration of that Series of Securities and its consequences. In consequences if (i) the event of rescission would not conflict with any Event judgment or decree, (ii) all existing Events of Default specified in Section 6.01(e), with respect to such Event Series of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has Securities have been discharged or (y) the holders thereof have rescinded cured or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration except nonpayment of the principal amount of, and accrued and unpaid interest on all Securities of that Series that has become due solely because of acceleration, and (iii) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all outstanding Securities of such Series; (B) the principal of (and premium, if any, on) and all other amounts due with respect to any outstanding Securities of such Series which have become due otherwise than by such acceleration; and (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate specified in the Securities as described above be annulled, waived of such Series. No such rescission shall affect any subsequent Default or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to either of the IssuersSection 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premium, if any, of and accrued but unpaid interest to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to either of the Issuers Section 8.1 occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default specified in Section 6.01(e)and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or the Holders decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (j) or (gk) with respect to either of the IssuersSection 9.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal ofand accrued and unpaid interest, premiumContingent Interest, if any, and accrued but unpaid interest Liquidated Damages, if any, to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (j) or (gk) with respect to either of Section 9.1 occurs, all unpaid principal of the Issuers occursSecurities then outstanding and accrued and unpaid interest, the principal of, premiumContingent Interest, if any, and interest on all the Securities Liquidated Damages, if any, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind rescind, on behalf of all Holders, an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal, interest, Contingent Interest, if any, and Liquidated Damages, if any, which has become due solely by such declaration of Default specified in Section 6.01(e)acceleration, have been cured or waived; (b) to the extent the payment of such Event interest is lawful, interest (calculated at the rate of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action 1% per annum above the then applicable rate borne by the Trustee or the Holders Securities) on overdue installments of the Securitiesinterest, Contingent Interest, if within 20 days after any, and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such Event declaration of Default arose acceleration, has been paid; (c) the Issuers deliver an Officers’ Certificate rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness and any predecessor Trustee under Section 10.7 have been made. No such rescission shall affect any subsequent default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to either of the Issuers8)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default set forth in Section 6.1(6) above 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 Section 6.1(6) 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 and if (1) the annulment of the acceleration of the Securities 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 principal, premium or interest on the Securities that has become due solely because of such acceleration, have been cured or waived. If an Event of Default specified in Section 6.01(f6.1(7) or (g) 8) with respect to either of the Issuers occursCompany occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of No such rescission shall affect any Event of subsequent Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclauses (g) or (gh) with respect to either of the IssuersSection 8.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumplus interest accrued and unpaid through the date of such declaration on, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclause (g) or (gh) with respect to either of the Issuers Section 8.01 occurs, the all unpaid principal of, premiumplus interest accrued and unpaid through the date of such default on, if any, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holders nonpayment of the Securitiesprincipal of, if within 20 days after plus accrued and unpaid interest on, the Securities that has become due solely by such Event declaration of Default arose the Issuers deliver an Officers’ Certificate acceleration, have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 9.06 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (7) or (g) 8) of Section 6.1 with respect to either of the IssuersCompany or the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 2530% in principal amount of the outstanding Securities, Notes by written notice to the Issuers shall Issuer and the Trustee, may declare that the principal of, premium, if any, and accrued but and unpaid interest on all the Securities is Notes to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. If In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.01(f6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days 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; (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; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (g) 8) above with respect to either of the Issuers occursCompany or the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 hereof, with respect to either the Issuer, any Restricted Subsidiary of the Issuers) Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Secured Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Securities, Secured Notes by notice to the Issuers shall Issuer (with a copy to the Trustee if given by Holders of Secured Notes) may declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Secured Notes to be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Securities then outstanding Secured Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Secured Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequencesconsequences under this Secured Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Secured Notes (except nonpayment of principal, premium, if any, or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of any a declaration of acceleration of the Secured Notes because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(e), such Event of Default and all consequences thereof 6.01(4) hereof (excluding, however, excluding any resulting payment default) default under this Secured Indenture or the Secured Notes), the declaration of acceleration of the Secured Notes shall be annulled, waived and rescinded, automatically and without any action by the Trustee annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (xall Indebtedness described in Section 6.01(4) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof hereof have rescinded or waived the acceleration, notice or action (as declaration of acceleration in respect of such Indebtedness within 20 Business Days of the case may be) giving rise to date of such Event declaration of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Secured Notes, and if the annulment of the Securities as described above be annulledacceleration of the Secured Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes, have been cured or waived or rescinded upon and all amounts owing to the happening of any such eventsTrustee and the Notes Collateral Agent have been paid.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in arising from either Section 6.01(f6.01(8) or (g9) with respect to either the Issuer or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of the Issuers) Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding SecuritiesNotes may declare, by notice or such Holders may direct the Trustee to the Issuers shall declare that the principal ofdeclare, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event At any time after a declaration of Default specified in Section 6.01(f) or (g) acceleration with respect to either of the Issuers occursNotes as described in the preceding paragraph, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived except nonpayment of principal or interest that has become due solely because of the 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances in accordance with Section 7.07; and (5) in the event of any Event the cure or waiver of a Default specified of the type set forth in Section 6.01(e6.01(8) or (9), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders shall have received an Officer’s Certificate and an Opinion of the Securities, if within 20 days after Counsel that such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified described in Section 6.01(fclause (g) or (gh) above with respect to either of the Issuers) occurs and is continuingIssuer), the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuers shall Notes may declare that the principal of, premium, if any, of and accrued but unpaid interest on all the Securities is Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified described in Section 6.01(fclause (g) or (gh) above occurs with respect to either of the Issuers occursIssuer, the principal of, premium, if any, of and interest on all the Securities shall ipso facto Notes will immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders of the Notes. The Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities by notice Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee may rescind an acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clauses (g) or (h) of Section 6.01(e)6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to either of the Issuers6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to either of the Issuers occurs6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequences. In consequences if (1) 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 event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Securities as described above be annulledthat have become due solely by such declaration of acceleration, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If In the case of an Event of Default arising from either Section 6.01(7) or (8) with respect to Casella or any Significant Subsidiary, all Outstanding Securities of such series will become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securitiesthe then Outstanding Securities of such series may declare, by notice or such Holders may direct the Trustee to the Issuers shall declare that the principal ofdeclare, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon of such a declaration, such principal and interest shall series to be due and payable immediately. If an Event At any time after a declaration of Default specified in Section 6.01(f) or (g) acceleration with respect to either the Securities of such series as described in the Issuers occurspreceding paragraph, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee of such series may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived except nonpayment of principal or interest that has become due solely because of the 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 Casella has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of any Event the cure or waiver of a Default specified of the type set forth in Section 6.01(e)6.01(7) or (8), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders shall have received an Officer’s Certificate and an Opinion of the Securities, if within 20 days after Counsel that such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(8) or (g9) above that occurs with respect to either of the IssuersCompany or any Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Securitiesthe Notes then outstanding, by written notice to the Issuers shall (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding will, declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(5) above has occurred and is continuing, such declaration of acceleration will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(5) shall be due and payable immediatelyremedied or cured by the Issuers 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 Section 6.01(f6.01(8) or (g9) above occurs with respect to either of the Issuers occursCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Securities shall ipso facto Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. 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 Securities outstanding Notes by written notice to the Trustee Issuers and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclauses (h) or (gi) with respect to either of the IssuersSection 11.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumplus interest (including Contingent Interest and Additional Interest, if any) accrued and unpaid through the date of such declaration on, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclause (h) or (gi) with respect to either of the Issuers Section 11.01 occurs, the all unpaid principal of, premiumplus interest (including Contingent Interest and Additional Interest, if any) accrued and unpaid through the date of such default on, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holders nonpayment of the Securitiesprincipal of, plus accrued and unpaid interest (including Contingent Interest or Additional Interest, if within 20 days after any) on, the Securities that has become due solely by such Event declaration of Default arose the Issuers deliver an Officers’ Certificate acceleration, have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 12.06 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either the Company specified in clauses (h) and (i) of the IssuersSection 6.01) occurs and is continuing, then and in every such case the Trustee Trustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the then outstanding SecuritiesConvertible Subordinated Notes, by written notice to the Issuers shall Company and the Trustee, may declare that the unpaid principal of, premium, if any, and accrued but and unpaid interest and Liquidated Damages, if any, on all the Securities is Convertible Subordinated Notes to be due and payable. Upon such a declaration, declaration such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal ofamount, premium, if any, and accrued and unpaid interest on all the Securities and Liquidated Damages, if any, shall ipso facto become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If any Event of Default with respect to the Company specified in clauses (h) or (i) of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Convertible Subordinated Notes then outstanding shall become automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holdersholder of Convertible Subordinated Notes. The Holders holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences. In consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest and Liquidated Damages, if any, on the event Convertible Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree of any Event court of competent jurisdiction. No such rescission shall affect any subsequent Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) with respect to either of the IssuersSection 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that all unpaid principal to the principal of, premium, if any, and accrued but unpaid interest date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (9) or (g10) with respect to either of Section 8.1 occurs, all unpaid principal of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences if (a) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders nonpayment of the Securitiesprincipal of the Securities which has become due solely by such declaration of acceleration, if within 20 days after have been cured or waived; (b) to the extent the payment of such Event interest is lawful, interest on overdue installments of Default arose interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the Issuers deliver an Officers’ Certificate rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g6.1(a)(7) with respect to either of the IssuersCompany) occurs shall occur and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of outstanding Securities, by notice to Outstanding Notes may declare the Issuers shall declare that the unpaid principal of, of (and premium, if any, ) and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be immediately due and payable immediately. by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration." If an Event of Default specified in Section 6.01(f6.1(a)(7) or (g) occurs with respect to either the Company, then the unpaid principal of the Issuers occurs, the principal of, (and premium, if any, ) and accrued and unpaid interest on all the Securities shall ipso facto Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph (a), the Holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the event of rescission would not conflict with any Event judgment or decree; (2) if all existing Events of Default specified in Section 6.01(e)have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such Event interest is lawful, interest on overdue installments of Default interest and all consequences thereof overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (excluding, however, any resulting payment default4) shall be annulled, waived and rescinded, automatically and without any action by if the Company has paid the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to its reasonable compensation and reimbursed the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the accelerationits reasonable expenses, notice or action (as the case may be) giving rise to such Event of disbursements and advances. No rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsrights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(4) or (gSection 6.01(5) with respect to either of the IssuersIssuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall Notes may declare that the principal of, premium, if any, of and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes under this Indenture to be due and payable immediatelyby notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(4) or (gSection 6.01(5) with respect to either of the Issuers occursIssuer occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in clause (a) of this Section 6.02, the Holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the event of rescission would not conflict with any Event judgment or decree; (2) if all existing Events of Default specified in Section 6.01(e)have been cured or waived except nonpayment of principal or interest that has become due solely because of the 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 Event declaration of Default and all consequences thereof acceleration, has been paid; and (excluding, however, any resulting payment default4) shall be annulled, waived and rescinded, automatically and without any action by if the Issuer has paid the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to its reasonable compensation and reimbursed the Trustee stating that for all costs, expenses, disbursements and advances. (xc) the Indebtedness or guarantee that is the basis for No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (7) or and (g) 8) above with respect to either of the IssuersCompany) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to Notes may declare the Issuers shall declare that the unpaid principal of, premium, if any, of and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be immediately due and payable immediately. by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration." If an Event of Default specified in Section 6.01(fclauses (7) or and (g) 8) above occurs with respect to either the Company, then the unpaid principal of the Issuers occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities by notice to the Trustee such Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the event of rescission would not conflict with any Event judgment or decree; (2) if all existing Events of Default specified in Section 6.01(e)have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such Event interest is lawful, interest on overdue installments of Default interest and all consequences thereof overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (excluding, however, any resulting payment default4) shall be annulled, waived and rescinded, automatically and without any action by if the Company has paid the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to its reasonable compensation and reimbursed the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the accelerationits reasonable expenses, notice or action (as the case may be) giving rise to such Event of disbursements and advances. No recission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsrights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in in Section 6.01(f7.01 (6) or (g7) with respect to either of the IssuersCorporation) occurs and is continuing, the Trustee by notice to the Corporation, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities, by notice to the Issuers shall Corporation and the Trustee, may declare that the principal ofof all the Securities then outstanding, premium, if any, and plus accrued but unpaid interest on all to the Securities is date of acceleration, to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(6) or (g7) with respect to either of the Issuers Corporation occurs, the principal of, premium, if any, of and accrued but unpaid interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an and annul any acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal, premium (if any) or accrued but unpaid interest that has become due solely because of acceleration. In No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, in the event of any a declaration of acceleration in respect of the Securities because of an Event of Default specified in clause (4) of Section 6.01(e)7.01 above, such Event declaration of Default and all consequences thereof (excluding, however, any resulting payment default) acceleration shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, annulled if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (xa) the Indebtedness or guarantee that is the basis for subject of such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the their declaration of acceleration, notification or action, as applicable, in respect of such Indebtedness, (b) written notice of such discharge or action (rescission, as the case may be) giving rise , shall have been given to the Trustee by the Corporation and countersigned by the holders of such Event of Default Indebtedness or (z) the default that is the basis a trustee, fiduciary or agent for such holders or Person or Persons entitled to take the action described in clause (4) within 30 days after such declaration of acceleration in respect of the Securities, and (c) no other Event of Default has occurred during such 30-day period which has not been cured, it being understood that cured or waived in no event shall an acceleration accordance with the terms of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsthis Indenture.

Acceleration. If an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Company occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (gSection 6.01(6) with respect to either the Company) shall have occurred and be continuing under this Indenture and the Securities of the Issuers) occurs and is continuingany Series, the Trustee or the Holders of at least 25% in principal amount of outstanding SecuritiesTrustee, by notice to the Issuers shall declare that Company, or the Holders of not less than twenty-five percent (25%) in aggregate principal of, premium, if any, and accrued but unpaid interest on all amount of the Securities is due of such Series then outstanding by notice to the Company and payable. Upon the Trustee, may declare all amounts owing under such a declaration, Securities of such principal and interest shall Series to be due and payable immediately. If an Event Upon such acceleration or declaration of Default acceleration, the aggregate principal (or, if any Securities of that Series are Discount Securities, such portion of the principal as may be specified in Section 6.01(fthe terms of such Securities) of and accrued and unpaid interest on the outstanding Securities of such Series shall immediately become due and payable; provided, however, that after such acceleration or (g) with respect to either declaration of the Issuers occursacceleration, but before a judgment or decree based on acceleration or declaration of acceleration, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of such outstanding Securities of such Series may rescind and annul such acceleration or declaration of acceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived (except nonpayment of principal and interest that has become due solely because of this acceleration); (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest on and any Additional Amounts with respect to all outstanding Securities of that Series and any related coupons has been paid, and all and overdue principal (and premium, if any), which has become due (otherwise than by notice such declaration of acceleration), has been paid; (4) if the Company has paid to the Trustee may rescind an acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (5) in the event of any Event a cure or waiver of a Default specified of the type set forth in Section 6.01(e6.01(5) or Section 6.01(6), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If Upon the occurrence of an Event event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either default the Trustee may, and upon the written request of the Issuers) occurs and is continuing, the Trustee or the Holders holders of at least not less than 25% in aggregate principal amount of outstanding SecuritiesBonds then Outstanding shall, by notice in writing delivered to the Issuers shall Issuer and the Company, declare that the principal of, premium, if any, of all Bonds then Outstanding and the interest accrued but unpaid interest on all the Securities is thereon immediately due and payable. Upon such a declaration, ; and such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto thereupon become and be immediately due and payable without any declaration or other act on payable. If, after the part principal of the Trustee Bonds has been so declared to be due and payable, all arrears of interest and interest on overdue installments of interest (if lawful) at the rate per annum borne by the Bonds and the principal and redemption premium, if any, on all Bonds then Outstanding which shall have become due and payable otherwise than by acceleration and all other sums payable under this Indenture or any Holders. The Holders upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, are paid by the Issuer, and the Issuer also performs all other things in respect of a majority which it may have been in principal amount default hereunder and pays the reasonable charges of the Securities by notice to Issuer, the Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee may rescind an acceleration shall annul such declaration and its consequences. In the event of any Event of Default specified in Section 6.01(e), and such Event of Default and all consequences thereof (excluding, however, any resulting payment default) annulment shall be annulled, waived and rescinded, automatically and without binding upon all holders of Bonds issued hereunder; but no such annulment shall extend to or affect any action by the subsequent default or impair any right or remedy consequent thereon. The Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening forward a copy of any such eventsannulment notice pursuant to this paragraph to the Issuer and the Company.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (8) of Section 6.01(f) or (g) with respect to either of the Issuers6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in clause (8) of Section 6.01(f) or (g) with respect to either of the Issuers occurs6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice may waive any or all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequences. In consequences if (1) 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 event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Securities as described above be annulledthat have become due solely by such declaration of acceleration, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (a)(vii) or (gviii) of Section 6.01 hereof with respect to either Parent or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Issuerslatest audited consolidated financial statements for Parent), would constitute a Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then total ​ outstanding Securities, Notes by notice to Parent and the Issuers shall Paying Agent (and if given by the Holders, with a copy to the Trustee) may declare that the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities is then outstanding Notes to be due and payablepayable immediately. Upon the effectiveness of such a declaration, such principal principal, premium, if any, and interest shall be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (a)(vii) or (gviii) of Section 6.01 hereof with respect to either the Parent or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Issuers occurslatest audited consolidated financial statements for Parent), the principal ofwould constitute a Significant Subsidiary, premium, if any, and interest on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holdersnotice. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel an acceleration and its consequences. In : (i) if the event of rescission would not conflict with any Event judgment or decree; (ii) if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood waived, annulled or rescinded except nonpayment of principal or interest that in no event shall an acceleration has become due solely because of the principal amount acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Securities as described above be annulledIssuer or Parent has paid the Trustee and the Paying Agent hereunder its reasonable compensation and reimbursed the Trustee and the Paying Agent for its expenses, waived or rescinded upon the happening of any such eventsdisbursements and advances.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) with respect to either of the IssuersCompany or the Issuer) occurs shall have occurred and is be continuing, the Trustee or the registered Holders of at least not less than 25% in aggregate principal amount of Notes then outstanding Securitiesmay, by notice to the Issuers shall Issuer and the Trustee, declare that to be immediately due and payable the principal ofamount of all the Notes then outstanding, premium, if any, and plus accrued but unpaid interest on all to the Securities is due and payabledate of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) with respect to either of the Issuers Company or the Issuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of by the Trustee or the Holder of the Notes. After any Holders. The such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes may, by notice to the Trustee may and the Issuer, rescind an and annul any declaration of acceleration and its consequences. In (i) if the event of rescission would not conflict with any Event judgment or decree, (ii) if all existing Events of Default specified in Section 6.01(ehave been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), such Event of Default and (iii) there has been deposited with the Trustee a sum sufficient to pay all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or and the Holders reasonable compensation, expenses, disbursements and advances of the SecuritiesTrustee, if within 20 days after such its agents and counsel incurred in connection with the rescinded Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for Default. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (8), (9) or (g11) with respect to either of the IssuersSection 7.01) occurs and is continuing, then in every such case the Trustee or Trustee, upon receipt of a request made in accordance with Section 12.01, from the Holders of at least not less than 25% in principal amount of outstanding Securitiesthe Securities then outstanding, may, by written notice to the Issuers shall Issuer and the Guarantors (and to the Trustee if given by the Holders), declare that the outstanding principal of, premium, if any, and accrued but unpaid interest amount as of the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest thereon, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(fclause (8), (9) or (g11) with respect to either of the Issuers occursSection 7.01 occurs and is continuing, the principal of, premium, if any, and interest on all amount of the Securities shall ipso facto automatically, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of Securities. At any time after such a declaration of acceleration with respect to the Securities 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 provided, the Holders of not less than a majority in principal amount of the Securities Securities, by written notice to the Trustee Issuer, the Guarantors and the Trustee, may rescind an and annul such declaration and its consequences if: (1) the Issuer or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all outstanding Securities, (B) the principal of any outstanding Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided for in the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequencesagents and counsel; and (2) all Events of Default with respect to the Securities, other than the nonpayment of the principal of (or specified portion thereof) or interest on the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.04. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding anything herein to the event of any contrary, to the extent elected by the Issuer, the sole remedy for an Event of Default specified relating to the failure by the Issuer to comply with the obligation set forth in Section 6.01(e5.03(b), will for the first 90 days after the occurrence of such an Event of Default and all consequences thereof (excludingDefault, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders consist exclusively of the Securities, if within 20 days after such Event of Default arose right for Holders to receive additional interest on the Issuers deliver an Officers’ Certificate Securities equal to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 0.25% per annum of the principal amount of the Securities. If the Issuer so elects, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. The additional interest will accrue on all outstanding Securities from and including the date on which such Event of Default first occurs to but not including the 90th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 90th day after such Event of Default (if the Event of Default relating to such obligation is not cured or waived prior to such 90th day), the Securities will be subject to acceleration as described above be annulled, waived or rescinded upon provided above. The provisions of this paragraph will not affect the happening rights of Holders in the event of the occurrence of any other Event of Default. In the event the Issuer does not elect to pay the additional interest upon such eventsEvent of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided above. In order to elect to pay the additional interest as the sole remedy during the first 90 days after the occurrence of an Event of Default relating to the failure by the Issuer to comply with the obligation set forth in Section 5.03(b) in accordance with the immediately preceding paragraph, the Issuer must notify all Holders, the Trustee and the Paying Agent of such election. Upon the Issuer’s failure to give timely such notice or pay the additional interest specified in the immediately preceding paragraph, the Securities will be subject immediately to acceleration as provided above.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to either 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 IssuersCompany or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Securities, by written notice to the Issuers shall Company and the Trustee, may declare that the Securities to be immediately due and payable in full. Upon such declaration, the principal of, premium, if any, and any premium and accrued but and unpaid interest on (including any additional interest) on, all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(viii) or (gix) with respect to either the Company (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 Issuers Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, the principal of, and premium, if anyand accrued and unpaid interest (including any additional interest) on, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences. In consequences if (A) the event rescission would not conflict with any order or decree, (B) all existing Events of any Event Default, except the nonpayment of Default specified in Section 6.01(e)principal, such Event premium or interest (including additional interest) that has become due solely because of Default and all consequences thereof (excludingthe acceleration, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate (C) all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has under Section 7.07 have been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventspaid.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) with respect to of Section 6.1) shall occur and be continuing under this Indenture, either of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securities, by written notice to the Issuers shall Issuer and the Trustee, may declare that (an “acceleration declaration”) the principal of, premiumand accrued and unpaid interest, if any, and accrued but unpaid interest on all outstanding amounts owing under the Securities is Notes to be due and payable. Upon such a acceleration declaration, such the aggregate principal of and interest accrued and unpaid interest, if any, on the outstanding Notes shall be become due and payable immediately. At any time after such acceleration pursuant to this Section 6.2, the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if: (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default have been cured or waived other than nonpayment of accelerated principal and interest; (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) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in Section 6.01(f) clause (8) or (g9) with respect to either of the Issuers Section 6.1 occurs, the then all unpaid principal of, premiumand accrued and unpaid interest, if any, and interest on all of the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act action or notice on the part of the Trustee or any Holders. The Holders of a majority in principal amount Holder of the Securities Notes to the extent permitted by applicable law. (b) Any notice of Default, acceleration declaration or instruction to the Trustee may rescind to provide a notice of Default, acceleration declaration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than any Holder that is a Regulated Bank, an acceleration Initial Purchaser or its Affiliate (in each case, as evidenced by delivery of an Officer’s Certificate to the Trustee from such Initial Purchaser or Affiliate certifying as to its status as an Initial Purchaser or Affiliate thereof)) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its consequencesnominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default, 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 is deemed at the event time of providing a Noteholder Direction to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’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 the acceleration of the Notes, the Issuer 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 that the Issuer has instituted litigation 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 specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived automatically stayed and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise 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 Issuer 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 until such time as the Issuer provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied; provided that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (zas evidenced by an Officer’s Certificate delivered to the Trustee) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the default participation of such Holder, the percentage of Notes held by the remaining Holders that is provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the basis for 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; 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 as the result of bankruptcy or similar proceedings shall not require compliance with the foregoing clauses. In addition, for the avoidance of doubt, the foregoing two 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, Position Representation, Verification Covenant, Officer’s Certificate or other document delivered to it pursuant to the foregoing three paragraphs, 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 Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank. 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 Issuer in accordance with the terms of this Section 6.2(b). Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Other than in connection with actions resulting from the gross negligence, bad faith or willful misconduct of the Trustee, the Issuer waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.2(b). In connection with the requisite percentages required under this Indenture to exercise remedies, the Trustee shall be entitled to treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been cured, it being understood that in no event shall an acceleration obtained with respect to the initial delivery of the principal amount Noteholder Direction. The Issuer agrees that any and all other actions that the Trustee takes or omits to take in connection with this Section 6.2(b) and all fees, costs and expenses of the Securities Trustee and its agents and counsel arising as described above a result of, or in connection with, the application of the foregoing provisions shall be annulled, waived or rescinded upon covered by the happening of any such eventsTrustee related expense and indemnity provisions.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclause (7) or (g) with respect to either 8) of the IssuersSection 11.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 2533% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumof plus interest (including Contingent Interest, if any, and Additional Interest, if any) accrued but and unpaid interest through the date of such declaration on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclause (7) or (g) with respect to either 8) of the Issuers Section 11.1 occurs, the all unpaid principal of, premiumof plus accrued and unpaid interest (including Contingent Interest, if any, and interest Additional Interest, if any) on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holders nonpayment of the Securitiesprincipal of plus accrued and unpaid interest on the Securities that has become due solely by such declaration of acceleration, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 12.6 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(8) or (g9) with respect to either of the Issuersany Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount at Maturity of the outstanding Securities, Securities by notice to the Issuers shall Issuers, may declare that the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and accrued Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest interest) on all the Securities is to be due and payable. Upon such a declaration, such principal Issue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) and interest Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(8) or (g9) with respect to either of the Issuers any Issuer occurs, the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and interest Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount Principal Amount at Maturity of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event have been cured or waived except nonpayment of Default and all consequences thereof Issue Price (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securitiesor, if within 20 days after the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) or Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but <PAGE> 46 unpaid interest) that has become due solely because of acceleration. No such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclauses (i) or (gj) with respect to either of the IssuersSection 8.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclause (i) or (gj) with respect to either of the Issuers Section 8.01 occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such default on, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holders nonpayment of the Securitiesprincipal of, if within 20 days after plus accrued and unpaid interest on, the Securities that has become due solely by such Event declaration of Default arose the Issuers deliver an Officers’ Certificate acceleration, have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 9.06 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in arising from either Section 6.01(f6.01(8) or (g9) with respect to either Casella or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of the Issuers) Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding SecuritiesNotes may declare, by notice or such Holders may direct the Trustee to the Issuers shall declare that the principal ofdeclare, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event At any time after a declaration of Default specified in Section 6.01(f) or (g) acceleration with respect to either of the Issuers occursNotes as described in the preceding paragraph, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived except nonpayment of principal or interest that has become due solely because of the 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 Casella has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of any Event the cure or waiver of a Default specified of the type set forth in Section 6.01(e6.01(8) or (9), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders shall have received an Officer’s Certificate and an Opinion of the Securities, if within 20 days after Counsel that such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to either of the IssuersSection 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premium, if any, of and accrued but unpaid interest to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to either of the Issuers Section 8.1 occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequencesconsequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In Anything herein contained to the contrary notwithstanding (other than the provisions of this sentence), in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment default) shall be annulled, waived and rescinded, automatically and without any action by of the Trustee or premium which it would have had to pay if it had then elected to redeem the Holders Securities pursuant to paragraph 5 of the Securities, if within 20 days after such Event of Default arose the Issuers deliver in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating extent permitted by law, and except that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that any premium payable in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening respect of any Securities which shall have been called for redemption shall be due and payable upon such eventsacceleration.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to either of the IssuersIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities by notice in writing to the Issuers shall Issuer (and to the Trustee if given by the Holders) may declare that the unpaid principal of, premium, if any, of and accrued but and unpaid interest to the date of acceleration on all the outstanding Securities is to be due and payable. Upon payable immediately and, upon any such a declaration, such principal amount and accrued and unpaid interest shall be become immediately due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) payable. 6.01 with respect to either the Issuer occurs all unpaid principal of the Issuers occurs, the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder thereof. The After a declaration of acceleration, but before a judgment or decree for payment of the money due in respect of the Securities has been obtained by the Trustee, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Issuer and the Trustee may rescind an acceleration and annul such declaration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the Holders reasonable compensation, expenses, disbursements and advances of the Securitiestrustee, its agents and counsel, (ii) all overdue interest on all Securities then outstanding, (iii) the principal of and premium, if within 20 days after any, on any Securities then outstanding which have become due otherwise than by such Event declaration of Default arose acceleration and interest thereon at the Issuers deliver an Officers’ Certificate rate borne by the Securities and (iv) to the Trustee stating extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; (xb) the Indebtedness rescission would not conflict with any judgment or guarantee that is decree of a court of competent jurisdiction; and (c) all Events of Default, other than the basis for such Event non-declaration of Default has acceleration, have been discharged or (y) the holders thereof have rescinded cured or waived the acceleration, notice or action (as the case may be) giving rise to provided in this Indenture. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(4) or (g) with respect to either of the Issuers5)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if any, amount including any accrued and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediatelyupon the earlier to occur of (x) the fifth (5th) day after notice thereof has been give to holders of Designated Senior Indebtedness and (y) the date on which all of the Designated Senior Indebtedness has been accelerated. If an Event of Default specified in under clause Section 6.01(f6.01(4) or (g5) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on amount of all the Securities shall ipso facto will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Company shall promptly notify holders of Designated Senior Indebtedness if payment of the Securities is accelerated because of an Event of Default. After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event consequences if (i) all existing Events of Default specified in Section 6.01(e)(other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (xii) the Indebtedness rescission would not conflict with any judgment or guarantee that is the basis for such Event of Default has been discharged or decree and (yiii) the holders thereof Company shall have rescinded or waived the acceleration, notice or action (as the case may be) giving rise paid all amounts due pursuant to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsSection 7.07.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to either of the Issuers6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or final payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 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 and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in clause (7) of Section 6.01(f) or (g) 6.1 above occurs and is continuing with respect to either of the Issuers occursCompany, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by notice such declaration of acceleration, have been cured or waived and (3) 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 all other amounts due to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified under Section 7.7 have been paid in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsfull.

Acceleration. If an Event of Default (other than an -------------------------- Event of Default specified in Section 6.01(f6.01(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if any, and Issue Price plus accrued but unpaid interest Original Issue Discount through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal and interest Issue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and interest Issue Price plus accrued Original 38 Issue Discount on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.07 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to either of the IssuersCompany) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall Securities may declare that the principal of, premium, if any, of and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “Notice of Acceleration” and the same shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to either of the Issuers occursCompany occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after a declaration of acceleration with respect to the Securities as described above, the Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind an acceleration and cancel such declaration and its consequences. In : (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, indemnities, disbursements and advances; and (e) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e6.01(5), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclauses (7) or and (g) with respect to either of the Issuers8) above) occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in Section 6.01(fclauses (7) or and (g) with respect to either of the Issuers occurs8) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities by notice may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequences. In consequences if (1) 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 event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Securities as described above be annulledthat have become due solely by such declaration of acceleration, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to either of the IssuersCompany) occurs shall occur and is be continuing, the Trustee Trustee, upon written direction of the Holders of at least 30% in aggregate principal amount of outstanding Notes, or the Holders of at least 2530% in aggregate principal amount of outstanding SecuritiesNotes may, by notice to and the Issuers shall Trustee at the written request of such Holders shall, declare that the principal of, premium, if any, of and accrued but and unpaid interest on all the Securities is outstanding Notes to be due and payable. Upon payable by notice in writing to the Company and (if the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest shall be become immediately due and payable immediatelypayable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to either of the Issuers occursCompany occurs and is continuing, the then all unpaid principal of, premiumand accrued and unpaid interest on, if any, and interest on all of the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after any such acceleration, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes by written notice to the Trustee and the Company may rescind an and cancel any such acceleration and its consequencesconsequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of any acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01(e)6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default or an Acceleration shall have occurred and all consequences thereof (excluding, however, any resulting payment default) shall be annulledcontinuing shall be less than the greater of $200.0 million and 1.0% of Total Assets, waived and rescindedwhether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event , having been remedied or cured or waived by the holders of Default the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (zb) the default rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that is shall have become due solely because of the basis for such Event acceleration, have been cured or waived. No rescission of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived Notes pursuant to this Section 6.02 shall affect any subsequent Default or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(a)(viii) or (gix) with respect to either of the IssuersCompany) occurs and is continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of outstanding Securities, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is then outstanding may declare to be immediately due and payablepayable the Default Amount. Upon any such a declaration, declaration such principal and interest amounts shall be become due and payable immediately. If an Event of Default specified in Section 6.01(f6.1(a)(viii) or (gix) occurs and is continuing with respect to either of the Issuers occursCompany, then the principal of, premium, if any, and interest on all the Securities Default Amount shall ipso facto become and be ---- ----- immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder; provided, however, that after such acceleration but -------- ------- before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Securities may rescind or annul such declaration of acceleration if all Events of Default have been cured or waived, other than the non-payment of the Default Amount and any accrued interest on the Securities that has become due solely as a result of such acceleration and if the rescission of acceleration would not conflict with any judgment or decree. No such rescission shall affect any subsequent default or impair any right consequent thereto. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Securities outstanding Securities, by written notice to the Trustee Company and the Trustee, may rescind an acceleration and its consequences. In such declaration if (i) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (a) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the Holders reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (b) all overdue interest on all Securities, (c) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate and (d) to the Trustee stating extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (xii) all Defaults, other than the Indebtedness or guarantee non-payment of principal of, premium, if any, and interest on the Securities that is the basis for have become due solely by such Event declaration of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 5.01(a), with respect to either Suburban Propane, Finance Corp. or any Significant Subsidiary of the Issuers) Suburban Propane, all Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of outstanding Securities, by notice to the Issuers shall Notes may declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occursUpon any such declaration, the principal of, premium, if any, and interest on all the Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. immediately. (b) The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may may, on behalf of all the Holders, rescind an acceleration and its consequences. In the event of or waive any Event of existing Default specified in Section 6.01(e), such or Event of Default and all consequences thereof (excludingits consequences, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee except a continuing Default or the Holders of the Securities, if within 20 days after such Event of Default arose in the payment of interest on, or principal of, the Notes: (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration has been paid; (iv) if the Issuers deliver have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 5.01(a), if the Trustee shall have received an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (4) or (g5) of Section 8.1) with respect to either of the Issuers) Company occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premium, if any, and accrued but unpaid interest on all of the Securities is outstanding on the date of acceleration (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclause (4) or (g5) of Section 8.1 with respect to either of the Issuers Company occurs, the principal of, premium, if any, and interest on all of the Securities shall ipso facto then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Any payments by the Company on the Securities following such acceleration will be subject to the subordination provisions of Article 5 to the extent provided therein. After an acceleration, but before a judgment or decree based on acceleration relating thereto by any federal or state court of competent jurisdiction has been entered or issued, the Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee and the Company may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default the Securities or other specified in Section 6.01(e)amount which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid or deposited with the Holders Trustee; (c) the rescission would not conflict with any judgment or decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) with respect to either of the IssuersSection 7.01(a)) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but and unpaid interest Contingent Interest, if any, through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal amount and interest such accrued and unpaid interest, if any, and such accrued and unpaid Contingent Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(a)(9) or (g10) with occurs in respect to either of the Issuers occursCompany and is continuing, the principal of, premiumamount and accrued but unpaid interest, if any, and interest accrued and unpaid Contingent Interest, if any, on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolders of Securities. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default specified in Section 6.01(e)the Securities which have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or the Holders decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 8.07 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (vi) of Section 6.01(f) or (g) with respect to either of the Issuers7.1(a)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (v) of Section 7.1(a) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the Event of Default or payment default triggering such Event of Default pursuant to clause (v) of Section 7.1(a) 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 and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in clause (vi) of Section 6.01(f7.1(a) or (g) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequencesconsequences if (1) 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 Securities that have become due solely by such declaration of acceleration, have been cured or waived. In The Company shall pay or deposit, or caused to be paid or deposited, with the event of any Event of Default specified in Section 6.01(e), such Event of Default and Trustee a sum sufficient to pay all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee hereunder in connection with any such waiver or past default and the Holders reasonable compensation, expenses, disbursements and advances of the SecuritiesTrustee, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that its agents and counsel in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of connection with any such eventswaiver or past default.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (8) of Section 6.01(f) or (g) with respect to either of the Issuers6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in Section 6.01(f) or clause (g) with respect to either 8) of the Issuers occursSection 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice may waive any or all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequences. In consequences if (1) 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 event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Securities as described above be annulledthat have become due solely by such declaration of acceleration, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.1 with respect to either of the IssuersCompany) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, Notes by written notice to the Issuers Company (and the Trustee, if such notice is given by such Holders) may declare the principal of and accrued and unpaid interest on the Notes to be due and payable immediately, which notice shall declare specify the respective Events of Default and that it is a "Notice of Acceleration". Upon any such declaration, the entire principal amount of, and accrued and unpaid interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.1 with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and the Trustee may may, on behalf of the Holders of all of the Notes, rescind and cancel an acceleration and its consequences. In : (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if 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 clause (f) or (g) of the description above of Events of Default, the Trustee shall have received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 6.01(e)6.1(d) shall have occurred and be continuing, such Event declaration of Default and all consequences thereof (excluding, however, any resulting payment default) acceleration shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, annulled if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for subject of such Event of Default has been discharged or (y) the holders Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or waived the accelerationrescission, notice or action (as the case may be) giving rise , shall have been given to the Trustee by the Company and countersigned by the holders of such Event of Default Indebtedness or (z) the default that is the basis a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 20 day period which has not been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, cured or waived or rescinded upon the happening of any during such eventsperiod.

Acceleration. If an Event Upon the happening of Default (other than an any Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers) occurs and is continuing6.01, the Trustee may, or the Holders of at least 25% in aggregate principal amount of outstanding SecuritiesNotes may, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be due and payable immediatelyby notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" and the same shall become immediately due and payable. If an Event of Default specified of the type described in Section 6.01(fclause (f) or (g) with respect to either of the Issuers occursabove occurs and is continuing, the principal of, premium, if any, and interest on all the Securities shall ipso facto then such amount will IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by written notice to the Issuer and the Trustee may rescind an acceleration and cancel such declaration and its consequences. In consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which have become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e), such Event clause (f) or (g) of the description of Events of Default and all consequences thereof (excludingabove, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) waived; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to Issuer. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) with respect to either of the IssuersCompany) occurs and is continuingcontinuing (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 at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued but unpaid interest on on, all the Securities is Notes to be immediately due and payable. Upon such a declaration, such principal and interest accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f8.1(j) or (gSection 8.1(k) occurs with respect to either of the Issuers occursCompany and is continuing, the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and interest on on, all the Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Securities Notes at the time outstanding, by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securitiesprincipal of, premium, if within 20 days after such Event any, or any accrued and unpaid interest and Additional Interest, if any, that have become due solely as a result of Default arose the Issuers deliver an Officers’ Certificate acceleration and if all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 9.7 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to either of the IssuersCompany) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of declaration, and any accrued but and unpaid contingent interest through the date of such declaration, on all the Securities is to be immediately due and payable. Upon such a declaration, such principal Issue Price plus accrued Original Issue Discount, and interest such accrued and unpaid contingent interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to either of the Issuers occursCompany occurs and is continuing, the principal of, premiumIssue Price plus accrued Original Issue Discount plus accrued and unpaid contingent interest, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount plus accrued and unpaid contingent interest that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.07 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall declare that Company and the principal of, premium, if anyTrustee, and the Trustee shall, upon the request of such Holders, declare all unpaid principal of and accrued but unpaid interest to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f8.1(5) or (g6) with respect to either of the Issuers occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Securities 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 HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequencesconsequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities; (b) the principal of any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any Event of Default specified in acceleration pursuant to this Section 6.01(e)8.2, such Event of Default and all consequences thereof (excluding, however, the Company shall not be obligated to pay any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, premium which it would have had to pay if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.had

Acceleration. If an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Issuer occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (gSection 6.01(6) with respect to either the Issuer) shall have occurred and be continuing under this Indenture and the Securities of the Issuers) occurs and is continuingany Series, the Trustee Trustee, by notice to the Issuer, or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of the Securities of such Series then outstanding Securities, by notice to the Issuers shall Issuer and the Trustee, may declare that the principal of, premium, if any, and accrued but unpaid interest on all the amounts owing under such Securities is due and payable. Upon of such a declaration, such principal and interest shall Series to be due and payable immediately. If an Event Upon such acceleration or declaration of Default acceleration, the aggregate principal (or, if any Securities of that Series are Discount Securities, such portion of the principal as may be specified in Section 6.01(fthe terms of such Securities) of and accrued and unpaid interest on the outstanding Securities of such Series shall immediately become due and payable; provided, however, that after such acceleration or (g) with respect to either declaration of the Issuers occursacceleration, but before a judgment or decree based on acceleration or declaration of acceleration, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of such outstanding Securities of such Series may rescind and annul such acceleration or declaration of acceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived (except nonpayment of principal and interest that has become due solely because of this acceleration); (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest on and any Additional Amounts with respect to all outstanding Securities of that Series and any related coupons has been paid, and all and overdue principal (and premium, if any), which has become due (otherwise than by notice such declaration of acceleration), has been paid; (4) if the Issuer has paid to the Trustee may rescind an acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (5) in the event of any Event a cure or waiver of a Default specified of the type set forth in Section 6.01(e6.01(5) or Section 6.01(6), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event ------------------------- of Default specified in Section 6.01(f6.01(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of declaration, and any accrued but and unpaid interest (including contingent interest) through the date of such declaration, on all the Securities is to be immediately due and payable. Upon such a declaration, such principal Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and interest Issue Price plus accrued Original Issue Discount on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.07 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 with respect to either of the IssuersCompany) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, by notice in writing to the Issuers shall Company (and to the Trustee if given by the Holders) may declare that the unpaid principal of, of (and premium, if any, ) and accrued but unpaid interest to the date of acceleration on all the outstanding Securities is to be due and payable. Upon payable immediately and, upon any such a declaration, such principal amount (and interest premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 with respect to either of the Issuers Company occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Any such declaration with respect to the Securities may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event if all existing Events of Default specified in Section 6.01(e), (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultacceleration) shall be annulled, have been cured or waived and rescinded, automatically and without if the rescission would not conflict with any action by the Trustee judgment or the Holders of the Securities, if within 20 days after decree. No such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) with respect to either of the IssuersCompany or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Securities, Securities by notice to the Issuers shall Company (and to the Trustee if given by the Holders), may declare that (a "Declaration of Acceleration") the principal amount of, premium, if any, and any accrued but and unpaid interest on on, all the Securities is to be due and payablepayable (the "Default Amount"). Upon any such a declaration, such principal and interest Declaration of Acceleration the Default Amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(fclause (ix) or (gx) of Section 6.01(a) occurs with respect to either the Company or any of the Issuers occursSubsidiary Guarantors, the principal of, premium, if any, and interest on all the Securities Default Amount shall ipso facto become and be immediately due and payable without any declaration Declaration of Acceleration or other act on the part of the Trustee or any HoldersSecurityholder. The Holders of a majority in aggregate principal amount of the then outstanding Securities by written notice to the Trustee and to the Company may rescind an acceleration any Declaration of Acceleration if (i) the rescission would not conflict with any judgment or decree and its consequences. In the event of any Event (ii) if all Events of Default specified in Section 6.01(e), such Event then continuing (other than any Events of Default with respect to the nonpayment of principal of or interest on any Security which has become due solely as a result of such Declaration of Acceleration) have been and (iii) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate amounts due to the Trustee stating under Section 7.07 have been paid, and may waive any Default other than a Default with respect to a covenant or provision that (x) cannot be modified or amended without the Indebtedness or guarantee that is the basis for such Event consent of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise each Securityholder pursuant to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsSection 9.02 hereof.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to either of the Issuers6.1) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Issuers or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived and (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 or acceleration, has been paid. If an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to either of the Issuers occurs6.1 occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01 (5) or and (g6) above occurs with respect to either of the Issuers occursIssuer or the Co-Issuer and is continuing, the then all unpaid principal ofand premium, premiumand accrued and unpaid interest, if any, and interest on all of the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each Trustee or any Holder. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal amount of and accrued and unpaid interest, if any, on such Notes to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. At any Holders. The Holders time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In : (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e6.01(5) and (6), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by if the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded waived. No such rescission shall affect any subsequent default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (vii) of Section 6.01(f) or (g) with respect to either of the Issuers6.1(a)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (v) of Section 6.1(a) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the Event of Default or payment default triggering such Event of Default pursuant to clause (v) of Section 6.1(a) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified described in clause (vii) of Section 6.01(f6.1(a) or (g) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Trustee may rescind an acceleration Securities and its consequencesconsequences if (1) 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 Securities that have become due solely by such declaration of acceleration, have been cured or waived. In The Company shall pay or deposit, or caused to be paid or deposited, with the event of any Event of Default specified in Section 6.01(e), such Event of Default and Trustee a sum sufficient to pay all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee hereunder in connection with any such waiver or past default and the Holders reasonable compensation, expenses, disbursements and advances of the SecuritiesTrustee, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that its agents and counsel in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of connection with any such eventswaiver or past default.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(6) or (g) with respect to either of the Issuers7)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in principal amount of the Notes then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare that the all unpaid principal of, of and premium, if any, and accrued but unpaid interest to the date of acceleration on all the Securities is Notes then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f6.1(6) or (g7) with respect to either of the Issuers occurs, the all unpaid principal of, of and premium, if any, and accrued interest on all the Securities 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 HoldersNoteholder. The Holders of a majority in principal amount of the Securities Notes then outstanding by notice to the Trustee may rescind an acceleration and its consequencesconsequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Notes which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Notes, (b) the principal of any Note which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 7.7 have been made. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 6.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Notes pursuant to paragraph 5 of the Notes, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting payment defaultor inaction) shall be annulled, waived and rescinded, automatically and without any action taken (or not taken) by the Trustee or the Holders on behalf of the SecuritiesCompany or a Guarantor with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Notes pursuant to paragraph 5 of the Notes, if within 20 days after such Event of Default arose the Issuers deliver in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsextent permitted by law.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(fSECTION 6.01(viii) or (gix) with respect to either 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 IssuersCompany or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Securities, by written notice to the Issuers shall Company and the Trustee, may declare that the Securities to be immediately due and payable in full. Upon such declaration, the principal of, premium, if any, and any accrued but and unpaid interest on (including additional interest) on, all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(fSECTION 6.01(viii) or (gix) with respect to either the Company (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 Issuers Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, the principal of, premiumand accrued and unpaid interest (including any additional interest) on, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences. In consequences if (A) the event rescission would not conflict with any order or decree, (B) all existing Events of any Event Default, except the nonpayment of Default specified in Section 6.01(e)principal or interest (including and additional interest) that has become due solely because of the acceleration, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate (C) all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of and the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsAgent under SECTION 7.07 have been paid.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) with respect to either of the IssuersIssuer) occurs shall have occurred and is be continuing, the Trustee or (at the written direction of, and as indemnified by, the registered Holders of at least not less than 25% in aggregate principal amount of Notes) or the registered Holders of not less than 25% in aggregate principal amount of Notes then outstanding Securitiesmay, by notice to the Issuers shall Issuer and the Trustee, declare that to be immediately due and payable the principal ofamount of all the Notes then outstanding, premium, if any, and plus accrued but unpaid interest on all to the Securities is due and payabledate of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) with respect to either of the Issuers Issuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of by the Trustee or the Holder of the Notes. After any Holders. The such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes may, by notice to the Trustee may and the Issuer, rescind an and annul any declaration of acceleration and its consequences. In (i) if the event of rescission would not conflict with any Event judgment or decree, (ii) if all existing Events of Default specified in Section 6.01(ehave been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), such Event of Default and (iii) there has been deposited with the Trustee a sum sufficient to pay all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or and the Holders reasonable compensation, expenses, disbursements and advances of the SecuritiesTrustee, if within 20 days after such its agents and counsel incurred in connection with the rescinded Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for Default. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to either of the Issuers) Section 6.01 hereof occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall declare that the then all unpaid principal of, and premium, if any, and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto outstanding Notes will become and be immediately due and payable without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 30% in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the principal of and accrued interest on all the Notes to be due and payable, which notice must also specify that it is a “notice of acceleration.” Upon any Holderssuch declaration of acceleration, the Notes will become immediately due and payable. The At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities by notice to the Trustee outstanding Notes may rescind an acceleration and cancel such declaration and its consequences. In : (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Default have been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration; (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (d) if the Issuer has paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of any the cure or waiver of an Event of Default specified in clause (4) of Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by 6.01 hereof; provided that the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver shall have received an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such rescission shall affect any subsequent Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f7.01(f) or (gSection 7.01(g) with respect to either of the Issuershereof) occurs and is continuing, 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 Securities then outstanding Securities, by thereby written notice to the Issuers shall Company, the Guarantor and the Trustee, may declare that the principal ofamount of the Securities, premium, if any, together with accrued and accrued but unpaid interest on all the Securities is thereon, immediately be due and payable. Upon such a declaration, such principal and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f7.01(f) or (gSection 7.01(g) with respect to either of the Issuers hereof occurs, the principal of, premium, if any, and interest on maturity of all the outstanding Securities shall ipso facto become automatically be accelerated and the principal amount of the Securities, together with accrued and unpaid interest thereon, shall be immediately due and payable without any declaration or other act on the part payable. The right of the Trustee or any HoldersHolders 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 a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee Company and the Guarantor may annul and rescind an any declaration of acceleration and its consequences. In if (a) all amounts then due with respect to the event Securities are paid (other than amounts due solely because of any Event of Default specified in Section 6.01(esuch declaration), such Event of Default (b) all other defaults with respect to the Securities are cured and all consequences thereof (excluding, however, any resulting payment defaultc) shall be annulled, waived and rescinded, automatically and without any action by the Company or the Guarantor has deposited with the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate a sum sufficient to pay all amounts owed to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for pursuant to Section 8.06 hereof. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 7.01(a) with respect to either of the IssuersCompany) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but and unpaid interest Contingent Interest, if any, through the date of payment on all the Securities is to be immediately due and payable. Upon such a declaration, such principal amount and interest such accrued and unpaid interest, if any, and such accrued and unpaid Contingent Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(a)(9) or (g10) with occurs in respect to either of the Issuers occursCompany and is continuing, the principal of, premiumamount and accrued but unpaid interest, if any, and interest accrued and unpaid Contingent Interest, if any, on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolders of Securities. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default specified in Section 6.01(e)the Securities which have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or the Holders decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 8.07 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (7) or (g8) of Section 6.1(a)) with respect to either of the Issuers) occurs shall have occurred and is continuingbe continuing under 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 Securities, by written notice to the Issuers shall Company and the Trustee, may declare that (an “acceleration declaration”) all amounts owing under the principal of, premium, if any, and accrued but unpaid interest on all the Securities is Notes to be due and payable. Upon such a acceleration declaration, such principal and interest the outstanding Notes shall be become due and payable immediately. At any time after such acceleration pursuant to this Section 6.2, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if: (1) the rescission would not conflict with any judgment or decree; (2) all existing Events of Default have been cured or waived other than nonpayment of accelerated principal and interest; (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) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable and documented expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default specified in clauses (7) or (8) of Section 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in Section 6.01(fclauses (7) or (g8) of Section 6.1(a) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on then all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act action or notice on the part of the Trustee or any Holders. The Holders of a majority in principal amount Holder of the Securities by notice Notes to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action extent permitted by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsapplicable law.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) with respect to either of the IssuersCompany) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of outstanding Securitiesthe Securities then outstanding, by written notice to the Issuers shall Company and the Trustee, may declare that one hundred percent (100%) of the principal of, premium, if any, and accrued but and unpaid interest on on, all the Securities is to be immediately due and payablepayable in full. Upon such a declaration, such the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) occurs with respect to either the Company (and not solely with respect to one or more of the Issuers occursits Significant Subsidiaries), one hundred percent (100%) of the principal of, premiumand accrued and unpaid interest on, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences. In consequences if (i) the event rescission would not conflict with any judgment or decree of any Event a court of Default specified in Section 6.01(e)competent jurisdiction, such Event (ii) all existing Events of Default and all consequences thereof (excludingDefault, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by except the Trustee nonpayment of principal or the Holders interest that has become due solely because of the Securitiesacceleration, if within 20 days after have been cured or waived (or are waived concurrently with such Event of Default arose the Issuers deliver an Officers’ Certificate rescission or annulment) and (iii) all amounts due to the Trustee stating that (x) under Section 7.06 have been paid. Upon any such rescission or annulment, the Indebtedness or guarantee that is the basis for such Event Events of Default has that were the subject of such acceleration shall cease to exist and deemed to have been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis cured for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsevery purpose.

Acceleration. If an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.01(g) or (gh) with respect to either of the IssuersCompany) occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes may, by written notice to the Issuers Company and the Trustee (if given by Holders), which notice shall specify the respective Event of Default, declare that the entire principal ofamount of all the outstanding Notes to be due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon (such aggregate principal amount, together with accrued and accrued but unpaid interest on all and premium, if any, thereon, the Securities is due "Default Amount") provided, however, that so long as the Acquisition Facility shall be in effect any such acceleration shall not be effective until the earlier of (x) five (5) business days after receipt by the Company and payablethe Representatives under the Acquisition Facility of such acceleration notice and (y) the acceleration of any Indebtedness under the Acquisition Facility. Upon any such a declarationdeclaration (except as provided in the preceding sentence), such principal and interest the Default Amount shall be become due and payable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(fclause (g) or (gh) occurs with respect to either of the Issuers occursCompany and is continuing, then the principal of, premium, if any, and interest on all the Securities Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes may, by notice to the Trustee may Trustee, rescind an such declaration of acceleration and its consequences. In the event of any Event if all existing Events of Default specified in Section 6.01(ehave been cured or waived (other than the nonpayment of the Default Amount that has become due solely as a result of the acceleration), such Event and if the rescission of Default and all consequences thereof (excluding, however, acceleration would not conflict with any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee judgment or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdecree.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall declare that Company and the principal of, premium, if anyTrustee, and the Trustee shall, upon the request of such Holders, declare all unpaid principal of and accrued but unpaid interest to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f8.1(5) or (g6) with respect to either of the Issuers occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Securities then outstanding shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequencesconsequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities; (b) the principal of any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 6 of the Securities, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment default) shall be annulled, waived and rescinded, automatically and without any action by of the Trustee or premium which it would have had to pay if it had then elected to redeem the Holders Securities pursuant to paragraph 6 of the Securities, if within 20 days after such Event of Default arose the Issuers deliver 51 in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsextent permitted by law.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in Section 6.01(f6.1(ix) or (gx) with respect to either the Company, any Significant Subsidiary of the Issuers) Company or any group of Restricted Subsidiaries of the Company that, if considered to be one entity when taken together, would constitute a Significant Subsidiary, occurs and is continuingcontinuing and has not been waived pursuant to Section 6.4, then the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, by notice to the Issuers shall Notes may declare that the principal of, premium, if any, of and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall outstanding Notes to be due and payable immediately. by notice in writing to the Company and the Trustee specifying the respective Event of Default, such notice to be deemed a "notice of acceleration" (an "Acceleration Notice"), and the same shall become immediately due and payable. (b) If an Event of Default specified in Section 6.01(f6.1(ix) or (gx) with respect to either the Company, any Significant Subsidiary or any group of the Issuers occursRestricted Subsidiaries that, the if considered to be one entity when taken together, would constitute a Significant Subsidiary occurs and is continuing, then all unpaid principal of, premium, and premium (if any, ) and accrued and unpaid interest on all of the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act notice on the part of the Trustee or any Holders. The Holder. (c) At any time after a declaration of acceleration with respect to the Notes in accordance with Section 6.2(a), the Holders of a majority in principal amount of the Securities by notice to the Trustee Notes may rescind an acceleration and cancel such declaration and its consequences. In , but only: (i) if the event of rescission would not conflict with any Event judgment or decree, (ii) if all existing Events of Default specified in Section 6.01(e)have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such Event interest is lawful, interest on overdue installments of Default interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by other amounts due the Trustee or pursuant to Section 7.7, and (v) if the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver Trustee shall have received an Officers’ ' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified of the type described in Section 6.01(f6.01(7) or and (g8)) with respect to either of the Issuers) occurs shall have occurred and is be continuing, then the Trustee may or the Holders of at least as directed in writing by not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration and the same shall become immediately due and payable; provided, however, that after any such acceleration but before a judgment or decree based upon such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding SecuritiesNotes may, by notice to the Issuers shall declare that the principal ofin writing, under certain circumstances, rescind and annul such acceleration if (1) all Events of Default, other than nonpayment of principal, premium, if any, and accrued but unpaid or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (2) to the extent the payment of such interest is lawful, interest on all overdue installments of interest and overdue principal, which has become due otherwise than by reason of such declaration of acceleration, has been paid, (3) if the Securities is due and payable. Upon such a declaration, such principal and interest shall be Issuer has paid the Trustee its compensation due and payable immediately. If and reimbursed the Trustee for its expenses (including legal fees and expenses), disbursements and advances incurred prior to the date of such rescission and annulment and (4) in the event of the cure or waiver of an Event of Default specified of the type described in Section 6.01(fclause (7) or (g) with respect to either 8) of Section 6.01 of the Issuers occursabove Events of Default, the principal ofTrustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default of the type described in clause (7) or (8) of Section 6.01 shall occur, the principal, premium, if any, and interest on with respect to all of the Securities Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an Event of Default (other than an ------------ Event of Default specified in Section 6.01(f6.1(5) or (g) with respect to either of the Issuers6) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if any, and Issue Price plus accrued but unpaid interest Original Issue Discount through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal and interest Issue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.1(5) or (g6) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and interest Issue Price plus accrued Original Issue Discount on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.7 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an ------------ Event of Default specified in Section 6.01(f6.1(4) or (g) with respect to either of the Issuers5) occurs and is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal of, premium, if any, and Issue Price plus accrued but unpaid interest Original Issue Discount through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal and interest Issue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to either of the Issuers occursoccurs and is continuing, the principal of, premium, if any, and interest Issue Price plus accrued Original Issue Discount on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, Issue Price plus accrued Original Issue Discount that have become due solely as a result of acceleration and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.7 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either an Issuer or any Guarantor specified in clauses (k) and (l) of the IssuersSection 6.1) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesSecurities may, by written notice to the Issuers shall Issuers, the Trustee and the Collateral Agent, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, declare that the principal of, premium, if any, and accrued but unpaid interest on on, all the Securities is to be due and payablepayable immediately. Upon any such a declaration, declaration such principal and interest shall be become due and payable immediately. If an Event of Default specified in Section 6.01(fclause (k) or (gl) of Section 6.1 with respect to either of the Issuers occursan Issuer or any Guarantor occurs and is continuing, then the principal of, premium, if any, and accrued interest on on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After a declaration of acceleration under this Section 6.2, but before a judgment or decree for payment of the money due has been obtained by the Trustee and before any foreclosure (whether pursuant to judicial proceedings or otherwise), or the taking of ownership in lieu of foreclosure, upon any Collateral by the Collateral Agent (on behalf of the Trustee or Holders. The ), by the Trustee or at the direction of the Holders, the Holders of not less than a majority in aggregate principal amount of the Securities outstanding Securities, by written notice to the Trustee Issuers and the Trustee, may rescind an acceleration and its consequences. In such declaration if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Issuers have paid or deposited with the Trustee or the Collateral Agent a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or the Holders Collateral Agent under this Indenture, the Security Documents and the Intercreditor Agreements and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Agent and their respective agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate and (iv) to the Trustee stating extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Securities which has become due otherwise than by such declaration of acceleration; (xb) the Indebtedness rescission would not conflict with any judgment or guarantee 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 Securities that is the basis for have become due solely by such Event declaration of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to either of the IssuersIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, Securities by written notice to the Issuers Issuer may, and if such notice is given by the Holders such notice shall be given to the Issuer and the Trustee, declare that the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities is to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to either of the Issuers Issuer occurs, the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holders. If the principal of, premium, if any or accrued and unpaid interest, if any, on the Securities becomes due and payable as provided above (an “Acceleration”) on or after August 31, 2018, the principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the optional redemption price in effect on the date of such declaration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of declaration. If an Acceleration occurs prior to August 31, 2018, the principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the redemption price set forth in Paragraph 5 of the form of Security set forth in Exhibit A hereto in effect on the date of such Acceleration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of Acceleration. The amounts described in the preceding two sentences are intended to be liquidated damages and not unmatured interest or a penalty. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind an acceleration and its consequencesconsequences with respect to all outstanding Securities if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been (or are concurrently with such rescission) cured or waived. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excluding, however, including any resulting payment defaultacceleration of Securities due to the occurrence of such Event of Default under Section 6.01(d)) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 30 days after such Event of Default arose the Issuers deliver Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for with respect to which such Event of Default occurred has been discharged or discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(vi) or (gvii) with respect to either of the Issuersabove) occurs and is continuingcontinuing (such Event of Default not having been waived as provided in Section 6.04), the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the notes immediately due and payable at their principal amount, together with accrued and unpaid interest, if any. Upon such declaration of acceleration, the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but unpaid interest to the date of payment on all the Securities is aggregate principal amount of Notes at the time outstanding shall be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. . (b) If an Event of Default specified in Section 6.01(f6.01(vi) or (gvii) with respect to either of the Issuers occursabove occurs and is continuing, then the principal of, premiumand accrued and unpaid interest, if any, and interest on all the Securities aggregate principal amount of the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. . (c) The Holders of a majority in aggregate principal amount of the Securities Notes at the time outstanding, by written notice to the Trustee (and without notice to any other Holder), may rescind an or annul a declaration of acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof have been cured or waived (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders except nonpayment of the Securities, principal and any accrued cash interest that have become due solely as a result of acceleration) and if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate all amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for under Section 7.06 have been paid. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(5) or (g) with respect to either of the Issuers6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall declare that Company and the principal of, premium, if anyTrustee, and the Trustee shall, upon the request of such Holders, declare all unpaid principal of and accrued but unpaid interest to the date of acceleration on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f8.1(5) or (g6) with respect to either of the Issuers occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Securities 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 HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequencesconsequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities, (b) the principal of any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, 50 56 interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting payment defaultor inaction) shall be annulled, waived and rescinded, automatically and without any action taken (or not taken) by the Trustee or the Holders on behalf of the SecuritiesCompany with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the form of Security attached hereto as Exhibit A, if within 20 days after such Event of Default arose the Issuers deliver in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsextent permitted by law.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(a)(7) or (g) 8) with respect to either of the IssuersCompany) occurs and is continuing, the Trustee by notice to the Company in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities by notice in writing to the Issuers shall Company, may declare that the principal of, premium, if any, of and accrued but unpaid interest on all the Securities is to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately; PROVIDED, HOWEVER, that if upon such declaration there are any amounts outstanding under the New Credit Facility and the amounts thereunder have not been accelerated, such amounts shall be due and payable upon the earlier of the time such amounts are accelerated or five Business Days after receipt by the Company and the Representative of the lenders under the New Credit Facility of such declaration. If an Event of Default specified in Section 6.01(f6.01(a)(7) or (g) 8) with respect to either of the Issuers Company occurs, the principal of, premium, if any, of and interest on all the Securities shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in aggregate principal amount of the Securities by written notice to the Trustee may may, on behalf of all the Holders, rescind an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Defaults or Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has have been discharged or (y) the holders thereof have rescinded cured or waived the except nonpayment of principal or interest that has become due because of such acceleration, notice or action (as the case may be) giving rise to . No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to either of the Issuers8)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of outstanding Securities, the Securities by notice to the Issuers shall Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare that the principal of, premium, if any, and accrued but unpaid interest interest, on all the Securities is to be due and payable. Upon such a declaration, such principal principal, premium, if any, and accrued and unpaid interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(6) above 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 Section 6.1(6) shall be remedied or cured by the Company and/or the relevant Restricted Subsidiary or the holders of the relevant Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, other than the nonpayment of principal, premium or interest on the Securities that has become due solely because of such acceleration, have been cured or waived. If an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to either of the Issuers 8) occurs, the principal of, premium, if any, premium and accrued and unpaid interest on all the Securities shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences. In the event of No such rescission shall affect any Event of subsequent Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclauses (f) or and (g) with respect to either of the IssuersSection 5.01) occurs and is continuing, then and in every such case the Trustee Trustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the then outstanding SecuritiesConvertible Notes, by written notice to the Issuers shall Company and the Trustee, may declare that the unpaid principal of, and accrued and unpaid interest on all the Convertible Notes then outstanding to be due and payable. Upon such declaration such principal amount, and accrued and unpaid interest shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Notes to the contrary. If any Event of Default with respect to the Company specified in clauses (f) or (g) of Section 5.01 occurs, all unpaid principal of and premium, if any, and accrued but and unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest Convertible Notes then outstanding shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately automatically due and payable without any declaration or other act on the part of the Trustee or any Holdersholder of Convertible Notes. The Holders holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Notes by notice to the Trustee may rescind an acceleration of the Convertible Notes and its consequences. In the event of any Event consequences if all existing Events of Default specified in Section 6.01(e)(other than nonpayment of principal of or interest on the Convertible Notes which has become due solely by virtue of such acceleration) have been cured or waived, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate amounts payable to the Trustee stating that (x) under Section 6.07 shall have been paid and if the Indebtedness rescission would not conflict with any judgment or guarantee that is the basis for decree of any court of competent jurisdiction. No such Event of rescission shall affect any subsequent Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) above that occurs with respect to either of the IssuersCompany) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Securitiesthe Notes then outstanding, by written notice to the Issuers shall 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 that the principal amount of, premium, if any, and accrued but unpaid interest on all the Securities is Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal amount, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) 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) 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 Section 6.01(fclause (g) or (gh) above occurs with respect to either of the Issuers occursCompany, the principal amount of, premium, if any, and accrued interest on all the Securities 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 HoldersHolder. The Holders of at least a majority in principal amount of the Securities outstanding Notes, by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with in respect to either of the IssuersCompany) occurs and is continuing, the Trustee by written Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities, by notice to the Issuers shall Company and the Trustee, may declare that the principal ofIssue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, premiumthe Restated Principal Amount, if anyplus accrued interest), including accrued and accrued but unpaid interest Contingent Cash Interest, through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal Issue Price plus accrued Original Issue Discount, and interest such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with occurs in respect to either of the Issuers occursCompany and is continuing, the principal of, premiumIssue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), including accrued and interest unpaid Contingent Cash Interest, on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without notice to any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.other

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclauses (f) or (g) with respect to either of the IssuersSection 7.01 hereof) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclauses (f) or (g) with respect to either of the Issuers Section 7.01 hereof occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such default on, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holders nonpayment of the principal of, plus accrued and unpaid interest (including Additional Interest, if any) on, the Securities that has become due solely by such declaration of acceleration, have been cured or waived and (c) all payments due to the Trustee and any predecessor Trustee under Section 6.7 of the Base Indenture have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The provisions of Sections 7.01 and 7.02 of this First Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 5.1 and 5.2 of the Base Indenture for purposes of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to either of the IssuersSection 7.1(a)) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the Issuers shall Company and the Trustee, declare that the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but unpaid interest through the date of declaration on all the Securities is to be immediately due and payable. Upon such a declaration, such principal amount and interest such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.1(a)(6) or (g7) with occurs in respect to either of the Issuers occursCompany and is continuing, the principal of, premiumamount and accrued but unpaid interest, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolders of Securities. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default specified in Section 6.01(e)the Securities which have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or the Holders decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 8.7 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (6) or (g7) with respect to either of the IssuersSection 8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by written notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premium, if any, and accrued but unpaid interest on all the Securities is then outstanding (if not then due and payable. Upon such a declaration, such principal and interest shall ) to be due and payable immediatelyupon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(fclauses (6) or (g7) with respect to either of Section 8.1 occurs, all unpaid principal of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event nonpayment of any Event the principal of Default specified in Section 6.01(e)the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such Event of Default and all consequences thereof interest is lawful, interest (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action calculated at the rate per annum borne by the Trustee Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or the Holders decree of the Securities, if within 20 days after such Event a court of Default arose the Issuers deliver an Officers’ Certificate competent jurisdiction; and (d) all payments due to the Trustee stating that (x) the Indebtedness and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in Section 6.01(fclause (7) or (g) with respect to either 8) of the IssuersSection 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the applicable Series of Securities then outstanding Securitiesmay, by written notice to the Issuers shall Company and the Trustee, declare that the all unpaid principal of, premiumof plus interest (including Additional Interest, if any, ) accrued and accrued but unpaid interest through the date of such declaration on all the Securities is due and payable. Upon such a declaration, such principal and interest shall then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in Section 6.01(fclause (7) or (g) with respect to either 8) of the Issuers Section 8.1 occurs, the all unpaid principal of, premiumof plus accrued and unpaid interest (including Additional Interest, if any, and interest ) on all the Securities 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 HoldersHolder. The Holders of a majority in aggregate principal amount of the applicable Series of Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind an acceleration of the applicable Series of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default with respect to such Series, other than the Holders nonpayment of the Securitiesprincipal of plus accrued and unpaid interest on the applicable Series of Securities that has become due solely by such declaration of acceleration, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 9.6 have been made. No such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Securities by notice to the Issuer (with a copy to the Trustee if from the Holders) may declare the principal, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) or (g) hereof with respect to either of the Issuers) occurs and is continuingIssuer occurs, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers shall declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall be will ipso facto become due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the then outstanding Securities by written notice to the Trustee (with a copy to the Issuer, provided that any rescission under this Section 6.02 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of all of the Holders rescind an acceleration and its consequences. In : (1) if the event of rescission would not conflict with any Event judgment or decree; (2) if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood waived, annulled or rescinded except nonpayment of principal or interest that in no event shall an acceleration has become due solely because of the principal amount 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; and (4) if the Securities as described above be annulledIssuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, waived or rescinded upon the happening of any such eventsdisbursements and advances.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) with respect to either of the IssuersSection 6.01) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, by notice in writing to the Issuers shall Company (and to the Trustee if given 45 52 by the Holders), may declare that the unpaid principal of, of (and premium, if any, ) and accrued but unpaid interest to the date of acceleration on all the outstanding Securities is to be due and payable. Upon payable immediately and, upon any such a declaration, such principal amount (and interest shall be premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to either of the Issuers Company occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event consequences if all existing Events of Default specified in Section 6.01(e), (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultacceleration) shall be annulled, have been cured or waived and rescinded, automatically and without if the rescission would not conflict with any action by the Trustee judgment or the Holders of the Securities, if within 20 days after decree. No such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 with respect to either of the IssuersIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of outstanding Securitiesthe Notes then outstanding, by written notice to the Issuers shall Issuer and the Trustee, may declare that (an “acceleration declaration”) all amounts owing under the principal of, premium, if any, and accrued but unpaid interest on all the Securities is due and payable. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event Upon such declaration of Default specified in Section 6.01(f) or (g) with respect to either of the Issuers occursacceleration, the aggregate principal of, premium, if any, of and accrued and unpaid interest on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately; provided, however, that after such acceleration, but before a judgment or other act decree based on acceleration, the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration: (1) if the Securities rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal and interest that has become due solely because of this 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 notice such declaration of acceleration, has been paid; (4) if the Issuer has paid to the Trustee may rescind an acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (5) in the event of any a cure or waiver of an Event of Default specified of the type set forth in Section 6.01(e)6.01(7) or (8), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders shall have received an Officer’s Certificate and an Opinion of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.