Common use of Acceleration Clause in Contracts

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (6g) or (7h) of Section 6.01 hereof7.01) occurs and is continuing, with respect the Trustee may, by notice to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may, by notice to the Company (with a copy to and the Trustee if given by Holders of Notes) may Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the Notes date of such declaration on, all the Securities 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 clause (g) or (h) of Section 7.01 occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such default 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 Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes or the Holders originally causing the acceleration by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind such an acceleration of Securities and its consequences hereunder, before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any judgment existing order or decree and if decree, (b) all existing Events of Default (except Default, other than the nonpayment of the principal of, premium on, if any, or plus accrued and unpaid interest or (including Additional Interest, if any, ) on, the Notes Securities that has become due solely because by such declaration of the acceleration) , have been cured or waived and if (c) all sums paid or advanced by payments due to the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel any predecessor Trustee under Section 8.06 have been paidmade. In the event of a declaration of acceleration of the Notes because an Event of No such rescission shall affect any subsequent Default has occurred and is Continuing as a result of the acceleration of or impair any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedright consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of Parent, the Company, any Restricted Subsidiary of Parent or the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all outstanding principal of the Notes and any accrued but unpaid interest thereon to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events 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 Notes (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedwaived and all amounts owing to the Trustee have been paid.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the CompanyIssuer, any Restricted Subsidiary of the Company Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Issuer that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium or that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration any Event of acceleration Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes because Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has occurred and 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 Continuing as a result the basis for such Event of the acceleration of any Indebtedness described Default has been cured, it being understood that in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of no event shall an acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration principal amount of the Notes would not conflict with as described above be annulled, waived or rescinded upon the happening of any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedsuch events.

Acceleration. In the case (a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, that no such declaration may occur with respect to either any action taken, and reported publicly or to Holders, more than two years prior to the date of such declaration; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the CompanySenior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any Restricted Subsidiary such Indebtedness under the Senior Credit Facilities; or (2) five (5) Business Days after the giving of written notice of such acceleration to the Company that is a Significant Subsidiary Issuers and the administrative agent under the Senior Credit Facilities. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or any group (7) of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiarySection 6.01(a) hereof, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company . (with a copy to the Trustee if given by Holders of Notesc) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium oninterest, or premium, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived waived. The Trustee shall have no obligation to accelerate the Notes if and if all sums paid or advanced by so long as a committee of Responsible Officers of the Trustee hereunder and in good faith determines that acceleration is not in the reasonable compensation, expenses, disbursements and advances best interest of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration Holders of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of If an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary Issuer or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiaryGuarantor occurs, all outstanding Notes will shall become due and payable immediately without any further action or notice. If any other an Event of Default occurs and is Continuingspecified in clause (1) or (2) of Section 6.01 as to a particular series of Notes occurs, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series of Notes, by written notice to the Company (with a copy to Issuer and the Trustee if given by Holders of Notes) Trustee, may declare all amounts owing under such series of Notes to be due and payable. If any other Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Guarantor), shall have occurred and be continuing hereunder, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. The Upon any such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes (or the outstanding Notes of the relevant series) shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to (or the Trustee outstanding Notes of the relevant series) may, on behalf in accordance with the terms of all of the Holders of all the Notesthis Indenture, rescind and annul such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except Default, other than the nonpayment of accelerated principal ofand interest, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by as provided in this Indenture. The Trustee shall, within 30 days after the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances occurrence of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of any Default with respect to the Notes because of any series, give the Holders of such Notes written notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default has occurred in payment with respect to the Notes of such series or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is Continuing as a result in the interest of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedHolders.

Acceleration. In the case (a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Issuer) occurs and is Continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines in its best judgment acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) In the event of any Event of Default specified in clause (4) of Section 6.01, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (iii) the default that is the basis for such Event of Default has been cured. (d) Notwithstanding the foregoing, if the Issuer so elects, the sole remedy of the Holders for (x) a failure to comply with any obligations that the Issuer may have or may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act or (y) the Issuer’s failure to comply with the covenant described in Section 4.14 will consist exclusively of the right to receive additional interest on the Notes at a rate per annum equal to: (i) 0.25% for the first 90 days after the occurrence of such failure (which 90th day will be the 150th day after written notice of such failure to comply is provided as set forth above) and (ii) 0.50% from the 91st day to, but not including, the 180th day (or, in the case of a failure to file any such report in connection with a significant acquisition, 365th day) after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each relevant Interest Payment Date to holders of record on the Regular Record Date immediately preceding such Interest Payment Date. On the 180th day (or 365th day as applicable) after such failure (if such violation is not cured or waived prior to such 180th day (or 365th day as applicable)), such Additional Interest will cease to accrue and failure will then constitute an Event of Default without any further notice or lapse of time and the Notes will be subject to acceleration as provided above. In no event will such Additional Interest accrue at a rate in excess of 0.50% per annum pursuant to the Indenture, regardless of the number of events or circumstances that give rise to the obligation to pay Additional Interest. Unless the context requires otherwise, all references to “interest” contained herein and in the Notes shall be deemed to include Additional Interest.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(viii) or (7ix) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes, have been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6i) or (7j) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the Company, any Restricted Subsidiary of the Company or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant Section 6.01(43.07(a) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of or (c) hereof, as applicable, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment of the acceleration of extent permitted by law, anything in this Indenture or in the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on to the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedcontrary notwithstanding.

Acceleration. In the case of (a) If an Event of Default specified of the type described in clause (6Section 6.01(6) or (7) of Section 6.01 hereof, occurs with respect to either the Company and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notesincluding any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable immediately. The by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable unless, if there are any amounts outstanding under the Designated Senior Debt, then the Notes will become immediately due and payable only upon the first to occur of (i) an acceleration under the Designated Senior Debt or (ii) five (5) business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the (including any Additional Notes, ) may rescind and cancel such an acceleration declaration and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; (4) if all sums the Company has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; or (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in Section 6.01(46.01(6) hereof or (excluding any resulting Payment Default under this Indenture or the Notes7), the declaration Trustee shall have received an Officers’ Certificate that such Event of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (611) or (712) of Section 6.01 (“Events of Default”) hereof, with respect to either of the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company thatSubsidiary, taken together, would constitute a Significant Subsidiaryas applicable, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the outstanding Notes to be due and payable immediately. The immediately in cash, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a majority in aggregate plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal Applicable Premium as of, premium onand accrued and unpaid interest, if any, or interest or Additional Interestto, if anysuch time, on, without prejudice to the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect rights of such Indebtedness within 20 days of Holders to receive any further accrued and unpaid interest from such date to the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedpayment.

Acceleration. In the case of If an Event of Default specified in clause (6section 6.01(d) or (76.01(e) occurs, the maturity of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become shall automatically be accelerated and the principal amount of the Notes, together with accrued interest thereon, shall be immediately due and payable immediately without further action or noticepayable. If In the event any other Event of Default occurs and is Continuingcontinuing, either the Trustee or the Holders of at least not less than 25% in of the aggregate principal amount of the then Notes outstanding Notes may, by written notice to the Company Issuer (with a copy and to the Trustee if given by the Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been cured before such right is exercised. Any declaration may be annulled and rescinded by written notice from the Trustee or the Holders of Notes) may declare all a majority of the aggregate principal amount of the Notes outstanding to the Issuer if all amounts then due with respect to the Notes are paid (other than amounts due solely because of such declaration) and all other Defaults with respect to the Notes are cured or waived. Should the Issuer fail to comply with its obligations under this Indenture and the Notes and such failure shall be due and payable immediatelycontinuing, the Trustee shall be under no obligation to exercise any of its rights or powers unless such Holders shall have offered to the Trustee reasonable indemnity. The Holders of a majority in aggregate principal amount of the then outstanding Notes affected by written notice an event of default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee may, or exercising any trust or power conferred on behalf of all of the Holders of all Trustee with respect to the Notes, rescind to the extent such an acceleration and its consequences hereunder, if the rescission would action does not conflict with any judgment or decree and if all existing Events the provisions of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedapplicable law.

Acceleration. (a) In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default . (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the accelerationb) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in under clause (5) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (5) of Section 6.01(4) 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 thirty (30) days of the date of such declaration of acceleration of the Notes, and if declaration; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (2) all existing Defaults or Events of Default, except non-payment nonpayment of principal principal, premium or interest interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedwaived and (3) remedies have not been taken with respect to Collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on or the principal of, the Notes.

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, SECTION 6.1 with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the principal of the Notes and any accrued interest on the Notes to be due and payable immediately. The immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notesunder certain circumstances, rescind and annul such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except other than the nonpayment of accelerated principal of, premium onpremium, if any, or interest or Additional Interest, if any, on, on the Notes that has become due solely because of the accelerationNotes) have been cured or waived 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 paidas provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of SECTION 6.1 has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) 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 all Indebtedness described in Section 6.01(4) hereof have rescinded the relevant Debt within 20 Business Days after the declaration of acceleration in with respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (7) of SECTION 6.1 occurs with respect to the Company, the principal or of and any accrued interest on the Notes that became then outstanding shall ipso facto become immediately due solely because and payable without any declaration or other act on the part of the acceleration Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interests of the NotesHolders. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have been cured previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or waivedinterest on such Note on or after the respective due dates expressed in such Note.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes will become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunderunder this Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived and if the Company has paid all sums paid or advanced by owing to the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paidpursuant to Section 7.07 hereof. In the event of a declaration of acceleration of the Notes because an any Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described specified in Section 6.01(4) hereof hereof, such Event of Default and all consequences thereof (excluding any resulting Payment Default under this Indenture or the Notes)payment default, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) the annulment Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) holders thereof have rescinded or waived the acceleration of acceleration, notice or action (as the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events case may be) giving rise to such Event of Default, except non-payment ; or (3) the default that is the basis for such Event of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waivedcured.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with or waive any judgment existing Default or decree and if all existing Events Event of Default (except nonpayment a continuing Default or Event of principal of, premium on, if any, or Default in the payment of interest or Additional Interestpremium, if any, on, or the Notes that has become due solely because of principal of, the accelerationNotes) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default consequences under this Indenture Indenture, if: (1) such rescission or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes waiver would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became has become due solely because of the acceleration of the Notesacceleration, have been cured or waived; (3) all interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, to the extent the payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (6Section 6.01(i) or (7j) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may direct the Trustee if given by in its exercise of any trust or power. The Trustee may withhold from Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders notice of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal of, premium on, if any, or interest or Additional Interest, Liquidated Damages) if any, on, the Notes it determines that has become due solely because of the acceleration) have been cured or waived 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 paidwithholding notice is in their interest. In the event case of a declaration any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay upon an Optional Redemption, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes because Notes. If an Event of Default has occurred and is Continuing as a result occurs prior to April 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or avoiding the Notes), the declaration of acceleration prohibition on redemption of the Notes prior to April 15, 2003, then the premium specified below shall be automatically annulled if also become immediately due and payable to the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of extent permitted by law upon the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except nonduring the twelve-payment of principal or interest month period ending on the Notes that became due solely because April 15 of the acceleration of the Notes, have been cured or waived.years indicated below: Year Percentage 2000.........................................115.00% 2001.........................................112.50% 2002.........................................110.00% 2003.........................................107.50%

Acceleration. In the case of an Event of Default specified in clause (6arising from either Section 6.01(8) or (79) of Section 6.01 hereof, with respect to either of the Company, Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togethertogether (as of the latest audited consolidated financial statements of the Issuer and its Restricted Subsidiaries), would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may declare, or such Holders may direct the Trustee if given by Holders of Notes) may declare to declare, all the Notes to be due and payable immediately. 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 then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind and cancel such an acceleration declaration and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (Defaults have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; (4) if all sums the Issuer has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In in accordance with Section 7.07; and (5) in the event of the cure or waiver of a declaration of acceleration Default of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described type set forth in Section 6.01(46.01(8) hereof or (excluding any resulting Payment Default under this Indenture or the Notes9), the declaration Trustee shall have received an Officer’s Certificate and an Opinion of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of Counsel that such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In Upon the case happening of an any Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing6.01, the Trustee may, and the Trustee upon the request of 25% in principal amount of the Securities shall or the Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes by notice to the Company (with a copy to the Trustee principal of and accrued but unpaid interest, if given by Holders of Notes) may declare any, on all the Notes Securities 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" (the "Acceleration Notice"), and the same (i) shall (except as provided in clause (ii) of this sentence) become immediately due and payable or (ii) if there are any amounts outstanding under any of the agreements, documents, and instruments constituting Designated Senior Debt, will become due and payable upon the first to occur of an acceleration under any of the agreements, documents, and instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). The If an Event of Default described under clauses (7) or (8) of Section 6.01 with respect to the Company occurs and is continuing, 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 Holder of Securities; provided, however, that at any -------- ------- time after a declaration of acceleration with respect to the Securities, the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal or interest on the Notes Securities that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration cure or waiver of a Default or Event of Default (with respect to the Company) of the Notestype described in Section 6.01(7) or (8), have the Trustee has received an Officers' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on any Securities.

Acceleration. In the case of an Event of Default specified in clause (6a) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company (with a copy to and the Trustee if given by Holders of Notes) Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (j) or (k) of Section 6.01 occurs with respect to the Company or any Guarantor, all outstanding Notes shall become due and payable immediately without further action or notice, together with all accrued and unpaid interest and premium, if any, thereon. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if (1) all existing Events of Default (except with respect to nonpayment of principal ofprincipal, premium oninterest or premium, if any, or interest or Additional Interest, if any, on, the Notes that has have become due solely because of the acceleration) have been cured or waived and if (2) the Company has deposited with the Trustee a sum sufficient to pay all sums and advances paid or advanced by the Trustee hereunder and its agents and counsel and the reasonable compensation, expenses, expenses and disbursements and advances of the TrusteeTrustee incurred in connection with such Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) If the Notes are accelerated or otherwise become due prior to their Stated Maturity, its agents the amount of principal of, accrued and counsel have been paid. In unpaid interest and premium on the event of a declaration of acceleration Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described pursuant to Section 3.07, in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of effect on the date of such declaration of acceleration as if such acceleration were an optional redemption of the NotesNotes accelerated. (d) Without limiting the generality of the foregoing, it is understood and agreed that if the annulment Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionwill also be due and payable, and all existing Events of Defaultin cash, except non-payment of principal or interest on as though the Notes that became due solely because were optionally redeemed pursuant to Section 3.07 and shall constitute part of the acceleration Note Obligations, in view of the Notesimpracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), have been cured deed in lieu of foreclosure or waived.by any other means. THE COMPANY EXPRESSLY WAIVES

Acceleration. In the case of If an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiaryIssuer occurs, all outstanding Notes will shall become due and payable immediately without any further action or notice. If any other Event of Default occurs (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have occurred and is Continuingbe continuing hereunder, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 2530% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company (with a copy to Issuer and the Trustee if given by Holders of Notes) Trustee, may declare all amounts owing under the Notes to be due and payable immediatelypayable. Notwithstanding any of the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders of the Notes (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders of the Notes, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owners of the Notes in lieu of the Depository or its nominee, and the Depository 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 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 stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any 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 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 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 (other than any indemnity such Directing Holder may have offered the Trustee), 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. 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 Officer’s 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. Upon the effectiveness of such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then such outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind and annul such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except Default, other than the nonpayment of accelerated principal ofand interest, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived and as provided in this Indenture. Notwithstanding the foregoing, 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 a declaration of acceleration of the Notes because an Event of Default has occurred specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and is Continuing as a result of payable without any further action or notice. The Trustee shall, within ninety (90) days after the acceleration occurrence of any Indebtedness described in Section 6.01(4Default (which the Trustee is deemed to have knowledge of pursuant to this Indenture) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in with respect of such Indebtedness within 20 days of the date of such declaration of acceleration of to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and if so long as it in good faith determines that the annulment withholding of such notice is in the interest of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedHolders.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of Parent or the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiaryIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Company Issuer (with a copy to the Trustee if given by Holders of Notesthe Holders) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Parent and the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, on the Notes that has become due solely because of the declaration of acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of Section 6.01 has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to such clause (5) of Section 6.01 shall be remedied or cured, or waived by the holders of all the Indebtedness described in Section 6.01(4) hereof have rescinded with respect to which a Payment Default has occurred within 30 days after the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if ; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (2) all existing Events of Default, except non-payment nonpayment of principal principal, premium on, if any, or interest interest, if any, on the Notes that became due solely because of the acceleration of the Notesnotes, have been cured or waived. If a Default occurs for a failure to report or deliver a required certificate in connection with another default (an “Initial Default”) then at the time such Initial Default is cured, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be cured without any further action and any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.03 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a or any of its Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company (with a copy to and the Trustee if given by Holders of Notes) Trustee, may declare all the Notes to be due and payable immediately; PROVIDED, HOWEVER, that so long as any Indebtedness or Obligation is outstanding pursuant to the Credit Facilities, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration; and PROVIDED, further, that in the event of an acceleration based upon an Event of Default set forth in clause (6) of Section 6.01, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30 day period which has not been cured, paid or waived. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if decree, (ii) all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived waived, and if all sums (iii) the Company has paid or advanced by to the Trustee hereunder and all amounts due the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paidTrustee pursuant to Section 7.07. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after January 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on January 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if hereunder if: (1) the rescission would not conflict with any judgment or decree and if decree; (2) all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and if all sums paid; (4) the Company has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances (including reasonable fees and expenses of the Trustee, its agents counsel and counsel have been paid. In agents); and (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in clauses (7) and (8) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration Trustee shall have received an Officers’ Certificate and an Opinion of acceleration Counsel that such Event of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) In the case of an Event of Default specified in arising from clause (6ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) Any notice of an Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of an Event of Default, notice 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 Directing Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of an Event of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). Notwithstanding anything to the contrary, in any case in which the Directing 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 such beneficial owner shall provide proof of its holdings in a manner reasonably satisfactory to the Company. (c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, have the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of 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 (a “Final Decision”). Once such Officers’ Certificate has been cured provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has received written notice from the Company of a Final Decision. The Company shall promptly deliver a subsequent officers’ certificate to the trustee upon receipt of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officers’ Certificate”), the cure period with respect to such Default or waived.Event of Default shall be automatically stayed and the cure period with respect to any

Acceleration. (a) In the case of an Event of Default specified in clause (6i) or (7j) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default . (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the accelerationb) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in under clause (e) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (e) of Section 6.01(4) 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 thirty (30) days of the date of such declaration of acceleration of the Notes, and if declaration; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (2) all existing Defaults or Events of Default, except non-payment nonpayment of principal principal, premium or interest interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedwaived and (3) remedies have not been taken with respect to Collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on or the principal of, the Notes.”

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (4) the Company 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 Section 6.01(ix) or (x), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes, have been cured or waived.

Acceleration. (a) In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Issuer, the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may and the Trustee shall, if given so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes) may , declare all the Notes to be due and payable immediately by written notice to the Company (with a copy of such notice being delivered to the Collateral Agent). Upon the effectiveness of such declaration, the principal, interest, premium, if any, and any Additional Amounts on the Notes shall be due and payable immediately. . (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, and the Collateral Agent may on behalf of all of the Holders of all of the Notes, Notes rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium oninterest or premium, if any, or interest or any Additional Interest, if any, on, the Notes Amounts that has become due solely because of the acceleration). (c) have been cured or waived 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 a declaration of acceleration of If the Notes because are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default has occurred (including, but not limited to, an Event of Default referred to in clauses (10), (11) and is Continuing as a result (12) of Section 6.01 hereof (including the acceleration of any portion of the Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or evidenced by the NotesNotes by operation of law)), the declaration Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of acceleration the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be automatically annulled if due and payable as though the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of Notes had been optionally redeemed on the date of such declaration of acceleration and shall constitute part of the Notes, Obligations with respect to the Notes in view of the impracticability and if difficulty of ascertaining actual damages and by mutual agreement of the annulment parties as to a reasonable calculation of each holder’s lost profits as a result thereof. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes 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 Company agrees that it is reasonable under the circumstances currently existing. The applicable premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged, in each case, through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT EACH OF THEM MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agree (to the fullest extent each of them may lawfully do so) that: (A) the applicable premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the applicable premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the applicable premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that became due solely because of its agreement to pay the acceleration of applicable premium to the holders as herein described is a material inducement to the holders to purchase the Notes, have been cured or waived.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided that any such declaration of acceleration shall not become effective until the earlier of (x) five Business Days after receipt of the acceleration notice by the Bank Agent and the Company or (y) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall be automatically rescinded and annulled without any further action required on the part of the Trustee or the Holders in the event that any and all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (x) and (y). Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration any Event of acceleration Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes because Notes, if within 20 days after such Event of Default arose the Company delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has occurred and 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 Continuing as a result the basis for such Event of the acceleration of any Indebtedness described Default has been cured, it being understood that in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of no event shall an acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration principal amount of the Notes would not conflict with as described above be annulled, waived or rescinded upon the happening of any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedsuch events.

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause (6) or clauses (7) and (8) of Section 6.01 hereof, with respect relating to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes Securities by written notice to the Company and the Trustee maymay declare the unpaid principal of and any accrued interest on all the Securities to be due and payable. Upon such declaration the principal and interest shall be due and payable immediately (together with the premium referred to in Section 6.01, if applicable); provided however, that if any Senior Indebtedness is outstanding under the New Senior Credit Facilities, upon a declaration of acceleration, the Notes shall be payable upon the earlier of (x) the day which is five Business Days after the provision to the Company and the agent under the New Credit Senior Facilities of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the New Senior Credit Facilities. If an Event of Default specified in clause (7) or (8) of Section 6.01 relating to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on behalf of all the part of the Holders of all the Notes, Trustee may rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after December 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.an equivalent

Acceleration. In the case of an Event of Default specified in clause (6Sections 6.01(9) or (76.01(10) of Section 6.01 hereof, with respect to either of the CompanyIssuer, any Restricted Subsidiary of the Company Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind Upon any such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, ondeclaration, the Notes that has shall become due solely because of the acceleration) have been cured or waived 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 paidpayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in Section 6.01(46.01(5) hereof (excluding any resulting Payment Default under this Indenture or the Notes)hereof, the declaration of acceleration of the Notes shall be automatically annulled annulled, waived and rescinded if the holders of all any Indebtedness described in Section 6.01(46.01(5) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration declaration, the default that is the basis for such acceleration shall have been cured or the Indebtedness or guarantee that is the basis for such Event of acceleration of the NotesDefault has been discharged, and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (b) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived, and all amounts owing to the Trustee and Collateral Trustee have been paid.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may, or the Trustee if given by at the request of such Holders of Notes) may may, declare all the Notes to be due and payable immediately. The Holders , except that no such declaration may be made in respect of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind Payment Default after such an acceleration and its consequences hereunder, if the rescission would not conflict with Payment Default is cured or waived. Upon any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, onsuch declaration, the Notes that has shall become due solely because of the acceleration) have been cured or waived 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 paidpayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of the acceleration of the Notes shall be automatically annulled if the holders Holders of all any Indebtedness described in clause (5) of Section 6.01(4) 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 60 days of the date of such declaration of acceleration of the Notes, and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (b) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6vi) or (7vii) of Section 6.01 hereof, hereof with respect to either of the Company, any Significant Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Restricted Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable or (2) if there are any amounts outstanding under the Senior Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) or (vii) of Section 6.01 hereof occurs with respect to the Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs by reason of any willful action or inaction taken or not taken by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---------------------------- ---------- 2003........................ 112.373% 2004........................ 110.311% 2005........................ 108.249% 2006........................ 106.187%

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause clauses (6viii) or and (7ix) of Section 6.01 hereof6.01, with respect to either of the Company or any Restricted Subsidiary) occurs and is continuing, the Trustee by notice to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company (with a copy to and the Trustee if given by Holders of Notes) may declare the unpaid principal of and any accrued interest on all the Notes to be due and payable immediately. The Upon such declaration the principal and interest shall be due and payable immediately. If an Event of Default specified in clause (viii) or (ix) of Section 6.01 occurs with respect to the Company or any Restricted Subsidiary, such an 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 Holder. In the event of a declaration of acceleration of the Notes because an Event of Default in Section 6.01(v) hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness described in Section 6.01(v) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 15 Business Days thereof and if (i) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except non-payment of principal or interest which shall have become due solely because of the acceleration, have been cured or waived and (iii) the Company has delivered an Officers' Certificate to the Trustee to the effect of clauses (i) and (ii) above. In accordance with the provisions of Section 6.04, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event case of a declaration of acceleration of the Notes because an any Event of Default has occurred and is Continuing as a result occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of Company then had elected to redeem the Notes would not conflict with any judgment or decree pursuant to the optional redemption provisions of a court Section 3.07 of competent jurisdictionthis Indenture, an equivalent premium shall also become and all existing Events of Default, except non-payment of principal or interest on be immediately due and payable to the Notes that became due solely because of extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to January 15, have been cured 2000 by reason of any willful action (or waivedinaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then the premium specified in Section 3.07 for optional redemptions shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (610) or (711) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with or waive any judgment existing Default or decree and if all existing Events Event of Default (except nonpayment a continuing Default or Event of principal of, premium on, if any, or Default in the payment of interest or Additional Interestpremium, if any, on, or the Notes that has become due solely because of principal of, the accelerationNotes) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default consequences under this Indenture Indenture, if: (1) such rescission or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes waiver would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became has become due solely because of the acceleration of the Notesacceleration, have been cured or waived; (3) all interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, to the extent the payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6f) or (7g) of Section 6.01 hereof, hereof with respect to either the Company or any Subsidiary of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided; that so long as the New Credit Facility is in effect, such declaration shall not become effective until the earlier of (i) five days after receipt of notice of such acceleration by the agent under the New Credit Facility and the Company or (ii) an acceleration of obligations under the New Credit Facility. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.01 hereof occurs with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event case of a declaration of acceleration of the Notes because an any Event of Default has occurred and is Continuing as a result occurring by reason any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of Company then had elected to redeem the Notes would not conflict with any judgment or decree of a court of competent jurisdictionpursuant to Section 3.07 hereof, an equivalent premium shall also become and all existing Events of Defaultbe immediately due and payable, except non-payment of principal or interest on to the Notes that became due solely because of extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to October 15, have been cured 2002 by reason of any willful action (or waived.inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to October 15, 2002, then the premium, as discussed below, will become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The premium payable for purposes of this paragraph for each of the years beginning on October 15, of the years set forth below shall be as set forth in the following table expressed as a percentage of the amount that would otherwise be due but for the provisions of this sentence, plus accrued interest, if any, to the date of payment: Year Percentage ---- ---------- 1997 ................................................... 109.25% 1998 ................................................... 108.33% 50 57 1999 ................................................... 107.40% 2000 ................................................... 106.48% 2001 ................................................... 105.55%

Acceleration. In the case of an (a) If any Event of Default specified (other than those of the type in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or may, and the Trustee upon the written direction of Holders of at least 2530% in outstanding aggregate principal amount of the then outstanding Notes by notice to shall, or the Company (with a copy to the Trustee if given by Holders of Notes) at least 30% in outstanding aggregate principal amount of then outstanding Notes may declare the principal of the Notes, together with all the Notes accrued and unpaid interest, premium, if any, to be due and payable immediately. The by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. (b) If an Event of Default of the type referred to in clause (7) or (8) of Section 6.01 relating to the Company occurs and is continuing, then such amount with respect to all the Notes shall ipso facto become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. (c) Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all of the Notes, Notes rescind such an any acceleration and its consequences hereunder, if with respect to the Notes; provided (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the accelerationii) have been cured or waived 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. or (d) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of Section 6.01 above has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)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 (5) of Section 6.01 above shall be remedied or cured, or waived by the holders of all Indebtedness described the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, full and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (ii) all existing Events of Default, except non-payment nonpayment of principal principal, premium or interest on the Notes notes that became due solely because of the acceleration of the Notesnotes, have been cured or waived. (i) if a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.16 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6h) or (7i) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (f) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (f) of Section 6.01(4) hereof 6.01 have rescinded the declaration of acceleration in respect of such the Indebtedness within 20 30 days of the date of such the declaration of acceleration of the Notes, and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, ; and (ii) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.. If an Event of Default occurs on or after July 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 57 Year Percentage ---- ---------- 2002........................................................................... 108.875% 2003........................................................................... 107.766% 2004........................................................................... 106.657% 2005 and thereafter............................................................ 105.547%

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause (67) or clause (7) 8) of Section 6.01 hereof, 6.1 above with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due Guarantor) shall occur and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingbe continuing, the Trustee or the Holders of at least 40% (or, if the Discharge of Credit Facility Obligations has occurred, 25% %) in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the principal of and accrued interest on all the Notes to be due and payable 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. The If an Event of Default specified in clause (7) or clause (8) of Section 6.1 above with respect to the Company or any Guarantor occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. An Event of Default specified in clause (b) above shall be cured and of no further effect if Holdings “tops up” the Notes Escrow Account to the then required Notes Escrow Amount prior to the 365th day after the delivery by the Trustee to the Credit Facility Agent of a Notes Default Notice with respect to such Event of Default. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind and cancel such an acceleration declaration and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; (4) if all sums the Company has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; and (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in clause (7) or clause (8) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.1, the declaration Trustee shall have received an Officers’ Certificate and an Opinion of acceleration Counsel that such Event of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of Parent, the CompanyIssuer, any Restricted Subsidiary of the Company Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Parent that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Special Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because an any Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described specified in Section 6.01(4) hereof hereof, such Event of Default and all consequences thereof (excluding any resulting Payment Default under this Indenture Default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration Holders of the Notes, and if within 20 days after such Event of Default arose Parent delivers an Officers’ Certificate to the annulment Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the Holders of such Indebtedness have rescinded or waived the acceleration, notice or action 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 any acceleration of the Notes would not conflict with any judgment or decree principal amount of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because as described above be annulled, waived or rescinded upon the happening of the acceleration of the Notes, have been cured or waivedany such events.

Acceleration. (a) In the case of an Event of Default specified in clause (6g) or (7h) of Section 6.01 4.01 hereof, with respect to either of the CompanySuburban Propane, Finance Corp., any Restricted Significant Subsidiary of the Company that is a Significant Subsidiary Suburban Propane or any group of Restricted Subsidiaries of the Company Suburban Propane that, taken together, would constitute a Significant SubsidiarySubsidiary of Suburban Propane, all outstanding Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to of the Company (with a copy to the Trustee if given by Holders of Notes) applicable series may declare all the Notes of that series to be due and payable immediately. Upon any such declaration, the Notes of that series shall become due and payable immediately. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to each series of Notes by written notice to the Trustee may, on behalf of all of the Holders of all the such series of Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences hereunderwith respect to such series of Notes, except a continuing Default or Event of Default in the payment of interest on, or principal of, such series of Notes: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default with respect to such series of Notes (except nonpayment of principal ofprincipal, premium oninterest or premium, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived waived; (3) 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 with respect to such series of Notes; (4) if all sums the Issuers have paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; and (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in clause (g) or (h) of Section 6.01(4) 4.01 hereof (excluding with respect to any resulting Payment Default under this Indenture or the series of Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders Trustee shall have received an Officers’ Certificate stating that such Event of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waivedwaived with respect to such series of Notes. No such rescission shall affect any subsequent Default or impair any right consequent thereto with respect to any series of Notes.

Acceleration. In the case of an Event of Default specified in clause (6a)(8) or (7a)(9) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Special Interest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after April 1, 2017 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2021 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waivedan additional premium equal to the Applicable Premium shall also become and be immediately due and payable, to the extent permitted by law.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, 6.01(a) hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Issuer) occurs and is Continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under each of the Senior Credit Facilities. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in its best judgment determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all of the Notes, Notes rescind such an and cancel any acceleration with respect to the Notes and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured, waived, annulled or rescinded except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; and (4) if all sums the Issuer has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedadvances.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6g) or (7h) of Section 6.01 hereofhereof occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, provided, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any Indebtedness under the Credit Facility or (ii) five business days after the giving of written notice of such acceleration to the Company and the Credit Facility Representative (as defined in the Credit Facility). Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to either of the Company, any of its Restricted Subsidiary of the Company Subsidiaries that is a constitute Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediatelyexcept as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.a premium shall also become and be immediately due and payable so that the Company shall be obligated to pay an amount (expressed as percentages of principal amount), for each of the years beginning on November 15 of the years as set forth below; Year Percentage ---- ---------- 1999 109.876% 2000 108.230% 2001 106.584%

Acceleration. In Upon the case happening of an any Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing6.01, the Trustee may, and the Trustee upon the request of Holders of at least 25% in aggregate principal amount of the Securities shall or the Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes by notice to the Company (with a copy to the Trustee principal of and accrued but unpaid interest, if given by Holders of Notes) may declare any, on all the Notes Securities 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” (the “Acceleration Notice”), and the same (i) shall (except as provided in clause (ii) of this sentence) become immediately due and payable or (ii) if there are any amounts outstanding under any of the agreements, documents, and instruments constituting Designated Senior Debt, will become due and payable upon the first to occur of an acceleration under any of the agreements, documents, and instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). The If an Event of Default described under clauses (6) or (7) of Section 6.01 with respect to the Company occurs and is continuing, 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 Holder of Securities; provided, however, that at any time after a declaration of acceleration with respect to the Securities, the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal or interest on the Notes Securities that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration cure or waiver of a Default or Event of Default (with respect to the Company) of the Notestype described in Section 6.01(6) or (7), have the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on any Securities.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(viii) or (7ix) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, have been cured 2013, by reason of any willful action or waivedinaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the prohibition on redemption of the Notes prior to April 15, 2013, then the premium specified in Section 3.07(b) hereof shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. In the case of an If any Event of Default specified (other than those of the type described in clause (6) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default 6.1) occurs and is Continuingcontinuing, the Trustee or may and, at the direction of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to Notes, shall declare the Company (with a copy to the Trustee if given by Holders principal of Notes) may declare all the Notes Notes, together with all accrued and unpaid interest and Special Interest, if any, and premium, if any, to be due and payable immediatelyimmediately by notice in writing to the Issuers and, in case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. The In the case of an Event of Default specified in clause (8) of Section 6.1, all outstanding Notes shall become due and payable immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee Trustee) may, on behalf of all of the Holders of all of the Notes, rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest or premium or Special Interest, if any, on the Notes that became has become due solely because by reason of such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and Special Interest, if any, and overdue payments of 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 expenses, disbursements and advances; and (5) in the event of the acceleration cure or waiver of an Event of Default of the Notestype described in clause (8) of Section 6.1, have the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. Notwithstanding the foregoing, if an Event of Default listed in clause (5) of Section 6.1 shall have occurred and been continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to of that series and the Trustee if given by may, and the Trustee at the request of such Holders of Notes) may shall, declare all the Notes of that series to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, and Additional Interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. A Default under clause (4) above will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes of that series notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or the Guarantor, all outstanding Notes shall become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. Any such declaration with respect to the Notes of any series may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes of such series that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes of such series) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration cure or waiver of a Default or Event of Default of the Notes, have type described in clause (7) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) In the case of an Event of Default specified in arising from clause (6ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) Any notice of an Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of an Event of Default, notice 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 Directing Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of an Event of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Xxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). Notwithstanding anything to the contrary, in any case in which the Directing 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 such beneficial owner shall provide proof of its holdings in a manner reasonably satisfactory to the Company. (c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of 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 (a “Final Decision”). Once such Officers’ Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has received written notice from the Company of a Final Decision. The Company shall promptly deliver a subsequent officers’ certificate to the trustee upon receipt of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officers’ Certificate”), the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and, subject to Section 6.02(d), the Trustee shall take no further action pursuant to the related Noteholder Direction until the Company provides a subsequent Officers’ Certificate to the Trustee that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officers’ Certificate”). The Company shall promptly deliver a Covenant Satisfaction Officers’ Certificate following satisfaction by the applicable Directing Holder of its Verification Covenant. (d) Any breach of the Position Representation (as evidenced by the delivery to the Trustee of an Officers’ Certificate stating that (i) a Final Decision has been entered determining that a Directing Holder breached its Position Representation or (ii) a Directing Holder has failed to satisfy its Verification Covenant within a period of 15 Business Days from the delivery of a request thereunder) 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 cured 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, any related acceleration shall be voided, and the Trustee shall be deemed not to have received such Noteholder Direction or waivedany notice of such Default or Event of Default. (e) Notwithstanding anything in Section 6.02(c) or Section 6.02(d) 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 Section 6.02(b), Section 6.02(c) or Section 6.02(d). In addition, for the avoidance of doubt, Section 6.02(b), Section 6.02(c) and Section 6.02(d) shall not apply to any Holder that is a Regulated Bank. (f) 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 shall have no obligation to monitor or to determine whether a Holder is Net Short and can conclusively rely on a Directing Holder’s Position Representation, the Officers’ Certificates delivered to it by the Company and the determinations made by a court of competent jurisdiction and shall have no liability to the Company, any Holder, or any Person for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Direction during the pendency of Litigation or a Noteholder Direction after a Verification Covenant Officers’ Certificate has been provided to it but prior to receipt of a Covenant Satisfaction Officers’ Certificate. The Trustee shall have no liability or responsibility to the Company, any Holder or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement. The Trustee will treat all Holders equally with respect to their rights under this Section 6.02. In connection with the requisite percentages required pursuant to Section 6.01 and this Section 6.02, the Trustee will treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction.

Acceleration. In the case of an If any Event of Default specified (other than those of the type described in clause (6) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default 6.1) occurs and is Continuingcontinuing, the Trustee or may and, at the direction of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to Notes, shall declare the Company (with a copy to the Trustee if given by Holders principal of Notes) may declare all the Notes Notes, together with all accrued and unpaid interest and Special Interest, if any, and premium, if any, to be due and payable immediatelyimmediately by notice in writing to the Issuers and, in case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. The In the case of an Event of Default specified in clause (8) of Section 6.1, all outstanding Notes shall become due and payable immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee Trustee) may, on behalf of all of the Holders of all of the Notes, rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest or premium or Special Interest, if any, on the Notes that became has become due solely because by reason of such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and Special Interest, if any, and overdue payments of 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 expenses, disbursements and advances; and (5) in the event of the acceleration cure or waiver of an Event of Default of the Notestype described in clause (8) of Section 6.1, have the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived. Notwithstanding the foregoing, if an Event of Default listed in clause (5) of Section 6.1 shall have occurred and been continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. In the case of an Event of Default specified in arising from clause (69) or (710) of the first paragraph of Section 6.01 hereof6.01, with respect to either of the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company (with a copy in writing to the Trustee if given by Holders of Notes) and the Company, may declare all the Notes to be due and payable immediatelypayable. The Holders of a majority Notwithstanding anything contained in aggregate principal amount of this Indenture or the then outstanding Notes by written notice to the Trustee maycontrary, on behalf of all of upon such a declaration, the Holders of all the Notesprincipal, rescind such an acceleration premium, interest and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes that has will become immediately due solely because of and payable. Notwithstanding the acceleration) have been cured or waived and foregoing, 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 a declaration of acceleration of the Notes because an Event of Default has specified in clause (6) of Section 6.01 shall have occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)be continuing, the declaration of acceleration of the Notes shall be automatically annulled if the holders Event of all 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 described in Section 6.01(4) hereof have rescinded within 20 days after the declaration of acceleration in with respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (ii) all existing Events of Default, except non-payment nonpayment of principal principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Any acceleration declaration with respect to the Notes and the consequences thereof may be rescinded and annulled by the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes by written notice to the Trustee, except a continuing Default or Event of Default in the payment of principal of, or interest or premium or Additional Interest, if any, on the Notes, if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and all existing Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by such declaration of acceleration, (ii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances to the extent provided under this Indenture and (iv) in the event of the cure or waiver of a Default or Event of Default of the type described in clauses (9) and (10) of the first paragraph of Section 6.01, the Trustee has received an Officer’s Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The exercise of rights and remedies under this Indenture by the Trustee and Holders of the Notes shall be subject to the terms of the Collateral Documents and the Intercreditor Agreement.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with or waive any judgment existing Default or decree and if all existing Events Event of Default (except nonpayment a continuing Default or Event of principal of, premium on, if any, or Default in the payment of interest or Additional Interestpremium, if any, on, or the Notes that has become due solely because of principal of, the accelerationNotes) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default consequences under this Indenture Indenture, if: (1) such rescission or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes waiver would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became has become due solely because of the acceleration of the Notesacceleration, have been cured or waived; (3) all interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, to the extent the payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except SF\552388.8 nonpayment of principal ofprincipal, interest or premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2006 7.750 % 2007 7.104 % 2008 6.4583 %

Acceleration. In If an Event of Default with respect to the case of outstanding Series A Notes and/or outstanding Series B Notes (other than an Event of Default specified in clause (6Section 6.01(c)) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, then the Trustee by notice to the Issuer or the Holders of at least 25% in aggregate principal amount of outstanding Series A Notes or outstanding Series B Notes, as applicable, for which the then outstanding Notes Event of Default has occurred, by notice to the Company (Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on both the Series A Notes and Series B Notes to be immediately due and payable. A declaration of acceleration pursuant to the preceding sentence shall apply to all of the outstanding Series A Notes and all of the outstanding Series B Notes. Neither the Trustee if given by nor the Holders of Notesthe Series A Notes or the Series B Notes shall be entitled to accelerate Notes only with respect to a particular Series. If an Event of Default specified in Section 6.01(c) may declare occurs, the principal of, premium, if any, and interest on all the Notes to be of every Series will become immediately due and payable immediatelywithout any other act on the part of the Trustee or any Holders. The PPNs shall not be deemed accelerated unless an Event of Default specified in Section 6.01(c) occurs. An acceleration may be rescinded as follows: (a) If the Series A Notes have been accelerated as a result of an Event of Default on the Series A Notes, Holders of a majority in aggregate principal amount of the then outstanding Notes Series A Notes, by written notice to the Trustee mayTrustee, on behalf of all of may rescind and annul the Holders of all the Notes, rescind such an acceleration and its consequences hereunderwith respect to the Series A Notes, if the provided that rescission would not conflict with any final, non-appealable judgment or decree of a court of competent jurisdiction and if provided further that all existing Events of Default (except in respect of the Series A Notes, other than an Event of Default resulting from the nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration acceleration, have been cured or waived; (b) If the Series B Notes have been accelerated as a result of any Indebtedness described an Event of Default on the Series B Notes, Holders of a majority in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration principal amount of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the outstanding Series B Notes, by notice to the Trustee, may rescind and if the annulment of annul the acceleration of and its consequences with respect to the Notes Series B Notes, provided that rescission would not conflict with any final, non-appealable judgment of a court of competent jurisdiction and provided further that all existing Events of Default in respect of the Series B Notes, other than an Event of Default resulting from the nonpayment of principal or decree interest that has become due as a result of the acceleration, but have been cured or waived; (c) If the PPNs have been accelerated as a result of an Event of Default on the PPNs, Holders of a majority in principal amount of the outstanding PPNs, by notice to the Trustee, may rescind and annul the acceleration and its consequences with respect to the PPNs, provided that rescission would not conflict with any final, non-appealable judgment of a court of competent jurisdiction and provided further that all existing Events of Default in respect of the PPNs, have been cured or waived; (d) If the Series A Notes have been accelerated as a result of an Event of Default on the Series B Notes, Holders of a majority in principal amount of the outstanding Series A Notes, by notice to the Trustee, may rescind and annul the acceleration and its consequences with respect to the Series A Notes, provide that rescission would not conflict with any final, non-appealable judgement of a court of competent jurisdiction; and (e) If the Series B Notes have been accelerated as a result of an Event of Default on the Series A Notes, Holders of a majority in principal amount of the outstanding Series B Notes, by notice to the Trustee, may rescind and all existing Events of Defaultannul the acceleration and its consequence with respect to the Series B Notes, except provided that rescission would not conflict with any final, non-payment appealable judgement of principal or interest on the Notes that became due solely because a court of the acceleration of the Notes, have been cured or waivedcompetent jurisdiction.

Acceleration. In the case of (a) If an Event of Default specified of the type described in clause (6Section 6.01(6) or (7) of Section 6.01 hereof, occurs with respect to either the Company and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notesincluding any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable immediately. The by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable unless, if there are any amounts outstanding under the Designated Senior Debt, then the Notes will become immediately due and payable only upon the first to occur of (i) an acceleration under the Designated Senior Debt or (ii) five (5) business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the (including any Additional Notes, ) may rescind and cancel such an acceleration declaration and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; (4) if all sums the Company has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; or (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in Section 6.01(46.01(6) hereof or (excluding any resulting Payment Default under this Indenture or the Notes7), the declaration Trustee shall have received an Officers’ Certificate and an Opinion of acceleration Counsel that such Event of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in arising from clause (6ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if (i) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration cure or waiver of a Default or Event of Default of the Notes, have type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, Company any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided, that so long as any Obligations pursuant to the Credit Agreement shall be outstanding or the commitments thereunder shall not have expired or been terminated, such acceleration will not be effective until the earlier of (1) the acceleration of any such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company and the Credit Agent of written notice of such acceleration. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after August 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to August 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on August 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2005 7.750 % 2006 6.781 % 2007 5.812 % 2008 4.843 %

Acceleration. In the case of If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (6f) or (7g) of Section 6.01 7.01 hereof) occurs and is continuing, with respect the Trustee may, by notice to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may, by notice to the Company (with a copy to and the Trustee if given by Holders of Notes) may Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the Notes date of such declaration on, all the Securities 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 clauses (f) or (g) of Section 7.01 hereof occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such default 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 Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes or the Holders originally causing the acceleration by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind such an acceleration of Securities and its consequences hereunder, before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any judgment existing order or decree and if decree, (b) all existing Events of Default (except Default, other than the nonpayment of the principal of, premium on, if any, or plus accrued and unpaid interest or (including Additional Interest, if any, ) on, the Notes Securities that has become due solely because by such declaration of the acceleration) , have been cured or waived and if (c) all sums paid or advanced by payments due to the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances any predecessor Trustee under Section 6.7 of the Trustee, its agents and counsel Base Indenture have been paidmade. In 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 event provisions, respectively, of a declaration of acceleration Sections 5.1 and 5.2 of the Notes because an Event of Default has occurred and is Continuing as a result Base Indenture for purposes of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedSecurities.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(viii) or (7ix) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes, have been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event case of a declaration any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes because Notes. If an Event of Default has occurred and is Continuing as a result occurs prior to May 15, 2003, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or avoiding the Notes), the declaration of acceleration prohibition on redemption of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of prior to May 15, 2003, then, upon acceleration of the Notes, an additional premium shall also become and if the annulment be immediately due and payable in an amount, for each of the acceleration years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes date of payment that became would otherwise be due solely because but for the provisions of the acceleration of the Notes, have been cured or waived.this sentence): Year Percentage ---- ---------- 1999.................................................. 116.50% 2000.................................................. 113.75% 2001.................................................. 111.00% 2002.................................................. 108.25%

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries Subsidiary, the Accreted Value of the Company that, taken together, would constitute a Significant Subsidiary, Notes and all outstanding Notes accrued and unpaid interest and Additional Interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes by notice to the Company (with a copy to may direct the Trustee if given by Holders of Notes) may to declare all the Notes to be due and payable immediately. Upon any such declaration, the Accreted Value of the Notes and all accrued and unpaid interest and Additional Interest shall become due and payable immediately. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensationwaived; provided that, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In in the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in Section 6.01(46.01 (5) hereof (excluding any resulting Payment Default under this Indenture or the Notes)hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders Holders of all any Indebtedness described in that Section 6.01(46.01 (5) hereof have rescinded the declaration of acceleration in respect of such that Indebtedness within 20 30 days of the date of such that declaration of acceleration of the Notes, and if if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; and (2) all existing Events of Default, except non-payment of principal or interest on the Notes subordinated notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6h) or (7i) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (f) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (f) of Section 6.01(4) hereof 6.01 have rescinded the declaration of acceleration in respect of such the Indebtedness within 20 30 days of the date of such the declaration of acceleration of the Notes, and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, ; and (ii) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after March 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to March 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount equal to 8.125% of the principal amount of the Notes. The Company shall promptly notify the Representative if payment of the Notes is accelerated because of an Event of Default.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided, that a notice of a Default or Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default or Event of Default. If an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the Holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration and its consequences hereunder, if provided all amounts owing to the rescission would not conflict with Trustee have been paid or waive any judgment existing Default or decree and if all existing Events Event of Default (except nonpayment a continuing Default or Event of principal of, premium on, if any, or Default in the payment of interest or Additional Interestpremium, if any, on, or the Notes that has become due solely because of principal of, the accelerationNotes) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default consequences under this Indenture Indenture, if: (1) such rescission or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes waiver would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became has become due solely because of the acceleration of the Notesacceleration, have been cured or waived; (3) all interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, to the extent the payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of Par- ent, the Company, any Restricted Subsidiary of Parent or the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding out- standing principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately immedi- ately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all outstanding principal of the Notes and any ac- crued but unpaid interest thereon to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events 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 Notes (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements disburse- ments and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default re- sulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically auto- matically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration declara- tion of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedwaived and all amounts owing to the Trustee have been paid.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(j) or (k)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of at least 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(j) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiaryk), all outstanding Notes will shall become due and payable immediately without any further action declaration or notice. If any other Event act on the part of Default occurs and is Continuing, the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by reason of such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(j) or (k), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 1, have been cured 2007, by reason of any willful action or waivedinaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the premium required upon a redemption of the Notes prior to December 1, 2007, then the premium specified in Section 3.07(a) shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (6arising under Section 6.1(8) or (7) of Section 6.01 hereof, with respect to either of the Companyprincipal of, any Restricted Subsidiary of premium, if any, accrued and unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by notice in writing to the Company (with a copy to and the Trustee if given by Holders of Notes) may Trustee, declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of payable, and any such notice shall specify the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events respective Event of Default and that such notice is a "notice of acceleration" (except nonpayment of the "ACCELERATION NOTICE"), and the principal of, premium onpremium, if any, or interest or Additional Interestaccrued and unpaid interest, if any, onAdditional Amounts, if any, and Liquidated Damages, if any, on all the Notes that has shall become immediately due solely because of the acceleration) have been cured or waived 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 paidpayable. In the event of a declaration any Event of Default specified in Section 6.1(5) relating to Indebtedness under securities, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose, (x) the Notes because an Indebtedness or guarantee that is the basis for such Event of Default has occurred and is Continuing been discharged, (y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as a result the case may be, giving rise to such Event of the acceleration of any Indebtedness described in Section 6.01(4Default or (z) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders default that is the basis for such Event of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waivedcured.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of Section 6.01 hereof, the declaration of the acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (6) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 60 days of the date of such declaration 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 or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to Notes Priority Collateral securing such Indebtedness. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes shall notify the Company in writing, specifying the Event of Default, demanding that the Default be remedied and stating that such notice is a "Notice of Default," following which such Holders may declare all the Notes to be due and payable immediately. Upon such declaration of acceleration pursuant to a Notice of Default, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; PROVIDED, HOWEVER, that in the event of a declaration of acceleration because an Event of Default set forth in SECTION 6.01(A)(IV) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the failure to pay or acceleration triggering such Event of Default pursuant to SECTION 6.01(A)(IV) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (6arising under SECTION 6.01(A)(VI) or (7) of Section 6.01 hereofSECTION 6.01(A)(VII), with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may direct the Trustee if given by in its exercise of any trust or power. The Trustee may withhold from Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders notice of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal of, premium on, if any, a Default or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of relating to the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.interest) if it determines that

Acceleration. In the case Subject to Article X, if an Event of Default (other than an Event of Default specified in clause (6vi) or (7vii) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default 6.01) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate of the principal amount of the Securities then outstanding Notes outstanding, by written notice to the Company (with a copy to and the Trustee if given by Holders of NotesAgent Bank, so long as the Indebtedness under the Senior Credit Agreements is outstanding) (and the Senior Subordinated Notes Trustee, so long as the Indebtedness under the Senior Subordinated Notes is outstanding) may declare all due and payable 100% of the Notes principal amount of the Securities plus any accrued interest to the date of payment. Upon a declaration of acceleration, such principal and accrued interest to the date of such acceleration shall be due and payable immediately. The Holders upon the first to occur of a majority in aggregate principal amount (i) an acceleration under the Senior Credit Agreements (or any refunding or refinancing thereof), or (ii) five Business Days after notice of the then outstanding Notes by written notice such declaration is given to the Trustee mayCompany (and the Agent Bank, on behalf so long as the Indebtedness under the Senior Credit Agreements is outstanding) (and the Senior Subordinated Notes Trustee, so long as the Indebtedness under the Senior Subordinated Notes is outstanding); provided that, if the Event of all Default giving rise to such acceleration is cured before the earlier to occur of the Holders (i) or (ii), such notice of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree shall be deemed rescinded and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidannulled. In the event of a declaration of acceleration of the Notes under this Indenture because an Event of Default set forth in Section 6.01(iv) has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)continuing, the such declaration of acceleration of the Notes shall be automatically annulled if the holders Holders of all the Indebtedness described in Section 6.01(4) hereof which is the subject of such Event of Default have rescinded the their declaration of acceleration in respect of such Indebtedness within 20 90 days of the date thereof or all amounts payable in respect of such declaration of acceleration of the Notes, Indebtedness have been paid and such Indebtedness has been discharged during such 90-day period and if (i) the annulment of the such acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became has been due solely because of the acceleration of the Notesacceleration, have been cured or waived, and (iii) the Company has delivered an Officers' Certificate to the Trustee to the effect of clauses (i) and (ii) of this sentence. If an Event of Default specified in clause (vi) or (vii) of Section 6.01 with respect to the Company occurs, all unpaid principal and accrued interest on 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. The Holders of a majority of the outstanding principal amount of the Securities by written notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default other than the nonpayment of principal of or interest on the Securities which have become due solely because of the acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences hereunderunder this Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the rescission would not conflict with any judgment or decree and if all existing Events of Default principal of, the Notes (except nonpayment of principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after January 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on January 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2010 7.625000 % 2011 6.671850 % 2012 5.718750 % 2013 4.765625 %

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes will become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunderunder this Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interestinterest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived and if the Company has paid all sums paid or advanced by owing to the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paidpursuant to Section 7.07 hereof. In the event of a declaration of acceleration of the Notes because an any Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described specified in Section 6.01(4) hereof hereof, such Event of Default and all consequences thereof (excluding any resulting Payment Default under this Indenture or the Notes)payment default, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration other than as a result of acceleration of the Notes) shall be annulled, waived and if rescinded, automatically and without any action by the annulment Trustee or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) holders thereof have rescinded or waived the acceleration of acceleration, notice or action (as the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events case may be) giving rise to such Event of Default, except non-payment ; or (3) the default that is the basis for such Event of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waivedcured.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on February 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2006 12.750 % 2007 11.156 % 2008 9.562 % 2009 7.968 %

Acceleration. In the case (a) If an Event of Default (other than an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with 9.01(a) in respect to either of the Company) occurs and is continuing, the Trustee may, by notice to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may, by notice to the Company (with a copy to and the Trustee Trustee, declare the principal amount and accrued and unpaid interest, if given by Holders any, through the date of Notes) may declare declaration on all the Notes to be immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 9.01(a)(8) or (9) occurs in respect of the Company and is continuing, the principal amount and accrued but unpaid interest, if any, through the occurrence of such Event of Default on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of Notes. If the Notes are accelerated for any reason upon or following an Event of Default, an amount of premium equal to the Make-Whole Premium (calculated as though the date of acceleration were the Conversion Settlement Date) shall automatically become due and payable. The Company shall promptly notify holders of the Notes if payment of the Notes is accelerated because of an Event of Default. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if if: (i) all existing Events of Default (except Default, other than the nonpayment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, of the Notes that has which have become due solely because by such declaration of the acceleration) , have been cured or waived and if all sums paid or advanced waived; (ii) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Trustee hereunder Notes) on overdue installments of interest and the reasonable compensationoverdue principal, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default which has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of become due otherwise than by such declaration of acceleration of acceleration, has been paid; (iii) the Notes, and if the annulment of the acceleration of the Notes 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 10.07 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Without limiting the generality of the foregoing, it is understood and all existing Events agreed that if the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of a voluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) or pursuant to a plan of reorganization), the Make-Whole Premium will also be due and payable and shall constitute part of the Obligations under the Notes hereunder, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof, the Make-Whole Premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The Make-Whole Premium shall also be payable in the event the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Make-Whole Premium to Holders as herein described is a material inducement to Holders to purchase the Notes. (b) Notwithstanding anything to the contrary in this Indenture, if the Company elects, (1) the sole remedy for an Event of Default relating to the Company’s failure to perform or observe the covenant in Section 7.02 will, for the 180 days after the occurrence of such an Event of Default, except non-payment consist exclusively of principal or the right to receive additional interest (the “Reporting Default Additional Interest”) on the Notes that became due solely because at an annual rate equal to (i) 0.25% of the acceleration outstanding principal amount of the NotesNotes from the first date of the occurrence of such Event of Default to, but not including, the 90th day thereafter (or such earlier date on which the Event of Default relating to the Company’s failure to comply with its obligations pursuant to Section 7.02 shall have been cured or waived) and (ii) 0.50% of the outstanding principal amount of the Notes from the 91st date following the occurrence of such Event of Default to the 180th day after the first date of the occurrence of such Event of Default (or such earlier date on which the Event of Default relating to the Company’s failure to comply with its obligations pursuant to Section 7.02 shall have been cured or waived) and (2) the sole remedy for an Event of Default relating to the Company’s failure to, from and after the Free Trade Date of any Notes, observe the covenants under Section 2.12(a)(3)(ii) or Section 2.12(b)(3)(ii) (each a “Legend Removal Default”), and, in either case, the Company has not cured any such Legend Removal Default by the date that is 30 calendar days following the occurrence of such Legend Removal Default, the Company will consist exclusively of the right to receive additional interest (“Legend Removal Default Additional Interest”) for each calendar day (an “Eligible Day”) that the Legend Removal Default continues, at a rate equal (i) 0.25% per annum of the principal amount of Notes outstanding for the first 90 Eligible Days and (ii) at a rate equal to 0.50% per annum of the principal amount of Notes outstanding after the first 90 Eligible Days. In the event the Company does not elect to pay the Reporting Default Additional Interest following an Event of Default in accordance with this Section 9.02(b), the Notes will be subject to acceleration as provided in Section 9.02(a). In the event the Company does not elect to pay the Legend Removal Default Additional Interest following an Event of Default in accordance with this Section 9.02(b), the Notes for which the Legend Removal Default pertains will be subject to acceleration as provided in Section 9.02(a) If the Company so elects, such Reporting Default Additional Interest and/or the Legend Removal Default Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to a failure by the Company to comply with its obligations pursuant to Section 7.02 is not cured or waived prior to such 181st day), Reporting Default Additional Interest will cease to accrue and the Notes will be subject to acceleration in accordance with Section 9.02(a). For the avoidance of doubt, both Reporting Default Additional Interest and Legend Removal Default can be paid on the Notes pursuant to this Section 9.02(b). In order to elect to pay the Reporting Default Additional Interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s obligations pursuant to Section 7.02, and/or Legend Removal Default Additional Interest following a Legend Removal Default, the Company must notify all Holders and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period with respect to the payment of Reporting Default Additional Interest and on or prior to the end of the 30-day cure period with respect to a Legend Removal Default. Upon the Company’s failure to timely give such notice, the Notes (or with respect to a Legend Removal Default, the Notes for which such Legend Removal Default pertains) will be immediately subject to acceleration as provided in Section 9.02(a). The provisions of this Section 9.02(b) will not affect the rights of Holders in the event of the occurrence of any other Event of Default.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(i) or (j)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause Section 6.01 (6i) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiaryj), all outstanding Notes will shall become due and payable immediately without any further action declaration or notice. If any other Event act on the part of Default occurs and is Continuing, the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by reason of such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(i) or (j), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding the premium required upon a redemption of the Notes, have been cured then the premium specified in Section 3.07 (a) or waived(c), as applicable, shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(i) or (j)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause Section 6.01 (6i) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiaryj), all outstanding Notes will shall become due and payable immediately without any further action declaration or notice. If any other Event act on the part of Default occurs and is Continuing, the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (a) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (b) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by reason of such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(i) or (j), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to June 15, have been cured 2008, by reason of any willful action or waivedinaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding the premium required upon a redemption of the Notes prior to June 15, 2008, then the premium specified in Section 3.07(a) shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the CompanyHoldings, any Restricted Subsidiary of the Company Holdings that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Holdings that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration any Event of acceleration Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes because Notes, if within 20 days after such Event of Default arose the Company delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has occurred and 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 Continuing as a result the basis for such Event of the acceleration of any Indebtedness described Default has been cured, it being understood that in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of no event shall an acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration principal amount of the Notes would not conflict with as described above be annulled, waived or rescinded upon the happening of any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedsuch events.

Acceleration. In the case (a) If an Event of Default (other than an Event of Default specified in clause (66.01(a)(7) or (76.01(a)(8) of Section 6.01 hereof, above with respect to either of the Company) shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company (with a copy to and the Trustee if given by Holders of Notes) Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment -------- ------- or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in clause 6.01(a)(7) or 6.01(a)(8) with respect to the Company occurs, all outstanding Notes shall become due and payable without any further action or notice. The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event -------- ------- of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders. The Company may cure a Default or Event of Default by designating a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16, if the circumstances giving rise to such Default or Event of Default would not have constituted a Default or Event of Default had such Restricted Subsidiary been an Unrestricted Subsidiary during the relevant period of such circumstances. (b) No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee: (1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding; (2) has been furnished indemnity satisfactory to it in its reasonable judgment; and (3) has not received from the Holders of a majority in aggregate principal amount of the then outstanding Notes a direction inconsistent with such request. However, such limitations do not apply to a suit instituted by written notice to the Trustee may, on behalf a Holder of all any Note for enforcement of payment of the Holders principal of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on such Note on or after the Notes that became due solely because of date therefor (after giving effect to the acceleration of the Notes, have been cured or waivedgrace period specified in Section 6.01(a)).

Acceleration. In the case of If an Event of Default specified in clause Sections 6.01(5) and (6) or (7) of Section 6.01 hereof, above occurs with respect to either the Issuer and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of each Trustee or any Holder. If any other Event of Default occurs shall occur and is Continuingbe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) under this Indenture may declare all the principal of and accrued interest on such 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” (the “Acceleration Notice”), and the same: (1) shall become immediately due and payable; or (2) shall become immediately due and payable upon the first to occur of an acceleration under any Credit Agreement and five Business Days after receipt by the Issuer of such Acceleration Notice but only if such Event of Default is then continuing. The At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind and cancel such an acceleration declaration and its consequences hereunder, consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration; (3) have 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 cured or waived and paid; (4) if all sums the Issuer has paid or advanced by the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; and (5) in the event of a declaration the cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness type described in Section 6.01(4Sections 6.01(5) hereof and (excluding any resulting Payment Default under this Indenture or the Notes6), the declaration of acceleration of the Notes shall be automatically annulled if the holders Trustee shall have received an Officers’ Certificate and an Opinion of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration Counsel that such Event of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (5) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default and its consequences hereunder, if under this Indenture except a continuing Default in the rescission would not conflict with any judgment payment of interest or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)principal of, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(viii) or (7ix) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (4) the Company 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 Section 6.01(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to January 15, have been cured 2015, by reason of any willful action or waivedinaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the prohibition on redemption of the Notes prior to January 15, 2015, then the premium specified in Section 3.07(2) hereof shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (5) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default and its consequences hereunder, if under this Indenture except a continuing Default in the rescission would not conflict with any judgment payment of interest or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)principal of, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of an Event of Default specified in clause (69) or (710) of Section 6.01 hereof, with respect to Parent, either Issuer or any of the Company, any other Restricted Subsidiary Subsidiaries of the Company Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Parent that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; provided that no such declaration will be permitted with respect to an Event of Default of the type referred to in clause (6) of Section 6.01 hereof if the underlying Payment Default has been cured or waived or the underlying acceleration has been waived or rescinded, as the case may be. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Special Interest, if any, on, on the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by waived. To the Trustee hereunder and extent that the reasonable compensationIssuers elect, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because sole remedy for an Event of Default has occurred and is Continuing relating to the reporting obligations in this Indenture, as a result of the acceleration of any Indebtedness described set forth in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or 4.03, will, for the Notes), 180 days after the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect occurrence of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events Event of Default, except non-payment consist exclusively of principal or the right to receive additional interest on the Notes that became due solely because at a rate equal to 0.50% per annum of the acceleration principal amount of the Notes. This additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. The additional interest will accrue on all outstanding Notes from, and including, the date on which an Event of Default relating to a failure to comply with the reporting obligations in this Indenture first occurs to, but not including, the 180th day thereafter (or such earlier date on which the Event of Default relating to the reporting obligations shall have been cured or waived). On such 180th day, such additional interest shall cease to accrue and the Notes will be subject to acceleration as provided above. If the Issuers do not elect to pay the additional interest during the continuance of such an Event of Default in accordance with this paragraph, the Notes will be subject to acceleration as provided above.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6g) or (7h) of Section 6.01 hereof, hereof with respect to either of the Companyan Issuer, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due ) shall occur and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingbe continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes (including any and all interest) shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to an Issuer, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes (including any and all interest) shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01, the declaration of acceleration of the Notes (including any and all Interest) shall be automatically annulled if the holders of all any Indebtedness described in clause (e) of Section 6.01(4) hereof 6.01 have rescinded the declaration of acceleration in respect of such the Indebtedness within 20 30 days of the date of such the declaration of acceleration of the Notes, and if if: (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; and (b) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after the date of this Indenture by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding.

Acceleration. (a) In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof6.01, with respect to either of the CompanyIssuers, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The by notice in writing to the Company and the Trustee specifying such Event of Default and stating that such notice is a “Notice of Acceleration.” Upon such declaration of acceleration pursuant to a Notice of Acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; provided, however, that (a) in the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the failure to pay or acceleration triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the applicable Issuer or Subsidiary, as the case may be, or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto, and (b) after any other acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then such outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind and annul such an acceleration and its consequences hereunder, acceleration: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal of, premium on, if any, or and interest or Additional Interest, if any, on, the Notes that has become due solely because of this acceleration; (3) if the acceleration) Issuers have been cured or waived and if all sums paid or advanced by to the Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee of its expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In advances; and (4) in the event of a declaration cure or waiver of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described type set forth in Section 6.01(46.01(8) hereof or (excluding any resulting Payment Default under this Indenture or the Notes9), the declaration Trustee shall have received an Officers’ Certificate and an Opinion of acceleration Counsel that such Event of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes, other than as a result of such acceleration of the Notes), the declaration of acceleration of the Notes shall be automatically annulled annulled, waived and rescinded if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the CompanyHoldings, any Restricted Subsidiary of the Company that is a or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the Company that, taken together, most recent consolidated financial statements for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, the Notes shall become due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interest of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all of the Notes, rescind such an acceleration Notes waive any existing Default and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default under this Indenture (except nonpayment a continuing Default in the payment of principal ofinterest on, premium onpremium, if any, or interest or Additional Interest, if any, on, the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes that has become due solely because of the acceleration) have been cured or waived and its consequences (except 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) of Section 6.01 hereof, such Event of Default and all existing Events consequences thereof (excluding any resulting payment default, other than as a result of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured or waivedcured.

Acceleration. In If any Event of Default (other than an Event of Default with respect to the Company or a Significant Subsidiary specified in clauses (ix) or (x) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a notice of acceleration (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the New Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the New Credit Facility or five Business Days after receipt by the Company and the Representative under the New Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (6) arising from certain events of bankruptcy or (7) of Section 6.01 hereofinsolvency, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further declaration or other action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Notes except as provided herein. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may direct the Trustee if given by Holders in its exercise of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment trust or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidpower. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes6.01(vii), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in Section 6.01(46.01(vii) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 thirty (30) days of the date of such declaration of acceleration of the Notes, and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, except non-payment nonpayment of principal or interest or Liquidated Damages on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to August 1, 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2002, then the premium specified Section 3.07 hereof shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6g) or (7h) of Section 6.01 hereofhereof occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, provided, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any Indebtedness under the Credit Facility or (ii) five business days after the giving of written notice of such acceleration to the Company and the Credit Facility Representative (as defined in the Credit Facility). Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to either of the Company, any of its Restricted Subsidiary of the Company Subsidiaries that is a constitute Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediatelyexcept as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuan t to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.a premium shall also become and be immediately due and payable so that the Company shall be obligated to pay an amount (expressed as percentages of principal amount), for each of the years beginning on November 15 of the years as set forth below; Year Percentage ---- ---------- 1997...................................113.168% 1998...................................111.522% 1999...................................109.876% 2000...................................108.230% 2001...................................106.584%

Acceleration. ​ If any Event of Default (other than those of the type described in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. ​ In the case of an Event of Default specified in clause (6Section 6.01(ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. ​ At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: ​ (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; ​ (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; ​ (4) the Company 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 Section 6.01(ix) or (x), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. ​ In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of ​ ​ the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. ​ Notwithstanding anything to the contrary set forth herein, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders of Notes, more than two years prior to such notice of Default. ​ Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (other than any Holder that is a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes to the Company and the Trustee that such Holder is not (or, in the case such holder is CDS or its nominee, that such Holder is being instructed solely by beneficial owners of Notes 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 such Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is CDS or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of such Notes in lieu of CDS or its nominee after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of such Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been cured 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. In addition, for the avoidance of doubt, this paragraph shall not apply to any Holder of Notes that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or waived.a beneficial owner directing CDS, or its nominee, it shall provide a written representation to the Company that it is a Regulated Bank. ​ For the avoidance of doubt, the Trustee shall be entitled to conclusively rely without liability 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 and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Company, any Holder of Notes or any other Person in acting in good faith on a Noteholder Direction or taking no action in good faith with respect thereto, or for determining whether any Holder of Notes has delivered a Position Representation, such Position Representation conforms with the requirements of the indenture or any other agreement or any Holder is a Regulated Bank. ​ ​

Acceleration. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Facility or (ii) five business days after the giving of written notice to the Company and the representative under the New Credit Facility of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (6g) or clause (7h) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default occurs and is Continuing, the Trustee Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to may direct the Trustee if given by Holders in its exercise of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment trust or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidpower. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (e) of Section 6.01(4) 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if (y) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (z) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, Company any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; PROVIDED, that so long as any Obligations pursuant to the Credit Agreement shall be outstanding or the commitments thereunder shall not have expired or been terminated, such acceleration will not be effective until the earlier of (1) the acceleration of any such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company and the Credit Agent of written notice of such acceleration. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because If an Event of Default has occurred and is Continuing as a result occurs on or after February 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration avoiding payment of the Notes shall be automatically annulled premium that the Company would have had to pay if the holders of all Indebtedness described in Company then had elected to redeem the Notes pursuant to Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and if be immediately due and payable, to the annulment extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of avoiding the prohibition on redemption of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionprior to such date, and all existing Events of Defaultthen, except non-payment of principal or interest on the Notes that became due solely because of the upon acceleration of the Notes, have been cured or waived.an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on February 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. In the case of an Event of Default specified in arising from clause (69) or (710) of the first paragraph of Section 6.01 hereof6.01, with respect to either of the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company (with a copy in writing to the Trustee if given by Holders and the Company designated as a "Notice of Notes) Default," may declare all the Notes to be due and payable immediately(a) if there shall no longer be any Credit Facility that constitutes Senior Debt, immediately or (b) if there shall be a Credit Facility that constitutes Senior Debt, upon the first to occur of (i) the declaration of an acceleration of Indebtedness outstanding under any such Credit Facility and (ii) the fifth Business Day after receipt by the Company and the agents or trustees acting on behalf of any such Credit Facility of such declaration given under the indenture and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in the indenture or the Notes to the contrary will become immediately due and payable. The Any such declaration with respect to the Notes may be annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes upon the conditions set forth herein. Notwithstanding the foregoing, if an Event of Default specified in clause (6) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes by written notice to the Trustee mayTrustee, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal of, premium on, if any, or interest or premium or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of on the Notes, and if (i) the annulment of the acceleration of the Notes rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, Default have been cured or waived except non-payment nonpayment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration cure or waiver of a Default or Event of Default of the Notes, have type described in Section 6.01(9) and (10) the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (67) or (7) 8) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If an Event of Default arises pursuant to clause (5) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to the acceleration of the notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default and its consequences hereunder, if under this Indenture except a continuing Default in the rescission would not conflict with any judgment payment of interest or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)principal of, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (6Section 6.01(ix) or (7x) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of at least 25% in aggregate principal amount of the then outstanding Notes by notice acceleration with respect to the Company (with a copy to Notes, the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, Trustee) may rescind and cancel such an acceleration declaration and its consequences hereunder, if if: (1) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and ; (2) all existing Defaults and Events of Default, Default have been cured or waived except non-payment of principal of or interest on the Notes that became has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (4) the Company 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 Section 6.01(ix) or (x), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. Notwithstanding anything to the contrary set forth herein, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders of Notes, more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (other than any Holder that is a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes to the Company and the Trustee that such Holder is not (or, in the case such holder is CDS or its nominee, that such Holder is being instructed solely by beneficial owners of Notes 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 such Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Hxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is CDS or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of such Notes in lieu of CDS or its respective nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of such Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been cured 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. In addition, for the avoidance of doubt, this paragraph shall not apply to any Holder of Notes that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or waiveda beneficial owner directing CDS, or its nominee, it shall provide a written representation to the Company that it is a Regulated Bank. For the avoidance of doubt, the Trustee, as applicable, shall be entitled to conclusively rely without liability 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 and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Company, any Holder of Notes or any other Person in acting in good faith on a Noteholder Direction or taking no action in good faith with respect thereto, or for determining whether any Holder of Notes has delivered a Position Representation, such Position Representation conforms with the requirements of the indenture or any other agreement or any Holder is a Regulated Bank.

Acceleration. (a) In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default . (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the accelerationb) have been cured or waived 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 a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in under clause (5) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in clause (5) of Section 6.01(4) 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 thirty (30) days of the date of such declaration of acceleration of the Notes, and if declaration; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (2) all existing Defaults or Events of Default, except non-payment nonpayment of principal principal, premium or interest interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waivedwaived and (3) remedies have not been taken with respect to collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Units by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on or the principal of, the Notes.

Acceleration. In the case of If an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default under Section 8.01(7) or 8.01(8)) on a Series occurs and is Continuingcontinuing, the Trustee by notice to the Company and the Person or Persons designated to receive notices for the Administrative Agent (or other Person acting on behalf of the banks) under the Revolving Credit Agreement and/or the Term Loan Agreement, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities of the Series by notice to the Company (with a copy to Company, the Trustee if given by Holders of Notesand such Person or Persons (either such notice is referred to herein as an "Acceleration Notice") may declare the unpaid principal of and accrued and unpaid interest on all the Notes Securities of the Series to be due and payable if, with respect to such Series, (i)(a) no Designated Senior Debt of the Company or the Guarantor is outstanding, or (b) if the Securities of the Series are not subordinated to other indebtedness of the Company, immediately, or (ii) if Designated Senior Debt of the Company or the Guarantor is outstanding and the Securities of the Series are subordinated to other indebtedness of the Company, upon the earlier of (A) ten days after such Acceleration Notice is received by the Company and (B) the acceleration of any Senior Indebtedness of the Company or the Guarantor. If an Event of Default specified in Section 8.01(7) or 8.01(8) occurs, the unpaid principal of and accrued and unpaid interest on 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 Securityholder. The Holders of a majority in aggregate principal amount of the then outstanding Notes Securities of the Series by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, may rescind such an declaration or acceleration and its consequences hereunder, 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) and if the rescission would not conflict with any judgment or decree decree. The Company and if all existing Events the Guarantor (i) agree, promptly after execution of Default (except nonpayment of principal ofthis Indenture, premium on, if any, or interest or Additional Interest, if any, on, to notify the Notes that has become due solely because Trustee in writing of the accelerationPerson or Persons referred to in the first sentence of this Section 8.02 and (ii) have been cured or waived and if all sums paid or advanced agree, promptly after any change thereof, to so notify the Trustee. Any failure by the Trustee hereunder and or holders of Securities to give an Acceleration Notice to such Person or Persons will not affect the reasonable compensation, expenses, disbursements and advances substance or validity of the Trustee, its agents and counsel have been paid. In Acceleration Notice provided that it is otherwise given in accordance with the event first paragraph of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in this Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived8.02.

Acceleration. In the case of an Event of Default specified in clause (6) 8) or (79) of Section 6.01 hereof, with respect to either of the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately by delivery of written notice thereof to the Company; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company and the administrative agent under the Credit Agreement of written notice of such acceleration. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the NotesHolders, rescind such an acceleration and its consequences hereunderconsequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event of a declaration of acceleration of the Notes because of an Event of Default described in Section 6.01(6)(B) above has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)continuing, the declaration of acceleration of the Notes shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(6)(B) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of all the relevant Indebtedness described in Section 6.01(4) hereof have rescinded within 60 days after the declaration of acceleration in with respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (b) all existing Events of Default, except non-payment nonpayment of principal principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6h) or (7i) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately; PROVIDED that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (a) an acceleration of any such Indebtedness under the New Credit Facility or (b) five business days after receipt by the Issuer and the administrative agent under the New Credit Facility of written notice of such acceleration. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Issuer, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensationwaived, expensesPROVIDED that, disbursements and advances of the Trustee, its agents and counsel have been paid. In in the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in Section 6.01(4clause (e) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (ii) all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. In the case of If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (6vii) or and (7viii) of Section 6.01 hereof, with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare the unpaid principal of, premium, if any, interest and Liquidated Damages, if any, on all the Notes to be due and payable immediately. The Holders by notice in writing to the Company (and the Trustee, if given by the Holders) specifying the respective Event of Default and that it is a majority in aggregate principal amount "notice of acceleration" (the then outstanding Notes by "ACCELERATION NOTICE"), and the same shall become immediately due and payable; PROVIDED, HOWEVER, that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Agreement or (ii) five Business Days after the giving of written notice to the Trustee mayCompany and the Representative of such acceleration. If an Event of Default with respect to the Company, any Restricted Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary specified in clauses (vii) or (viii) of Section 6.01 hereof occurs, all outstanding Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on behalf of all the part of the Trustee or any Holder. Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of may not enforce this Indenture or the acceleration) have been cured or waived 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 paidNotes except as provided herein. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is Continuing continuing as a result of the acceleration of any Indebtedness described in clause (v) of Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes)6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all any Indebtedness described in Section 6.01(4such clause (v) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 30 days of the date of such declaration of acceleration of the Notes, and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (b) all existing Events of Default, except non-payment nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may rescind a Default or Event of Default (except nonpayment of principal or interest that has become due solely because of the acceleration). In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to May 15, 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2002, then the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on May 15 of the years indicated below shall be as set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of payment:

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (6g) or (7h) of Section 6.01 hereof, hereof with respect to either of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Significant Subsidiaries of the Company that, taken togetheras a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is Continuingcontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding under the Credit Agreement, upon a declaration of acceleration, the Notes shall be payable upon earlier of (x) the day which is five Business Days after the provision to the Company and the agent under the Credit Agreement of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the Credit Agreement. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal ofprincipal, premium on, if any, or interest or Additional Interest, if any, on, the Notes premium that has become due solely because of the acceleration) have been cured or waived 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 paidwaived. In the event case of a declaration any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes because Notes. If an Event of Default has occurred and is Continuing as a result occurs prior to November 15, 2001, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the acceleration Company with the intention of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or avoiding the Notes), the declaration of acceleration prohibition on redemption of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notesprior to November 15, and if the annulment of 2001 upon the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionan additional premium shall also become and be immediately due and payable in an amount, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because for each of the acceleration years beginning on November 15 of the Notesyears set forth below, have been cured or waived.as set forth below: YEAR PERCENTAGE ---- ---------- 1996 113.333% 1997 111.667% 1998 110.000% 1999 108.333% 2000 106.667%