Common use of Consequences of an Event of Default Clause in Contracts

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7) or (8) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7) or (8) occurs with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events of Default that have become due solely by the declaration of acceleration, have been cured or waived, and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7) or (8) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, Company occurs and is continuing under this Indenturethe indenture, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Notes notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holdersholders), may, and the Trustee at the request of such Holders shall, may declare the principal of premium, if any, and accrued interest on the Notes notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7) or (8) occurs with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, THE COMPANY WILL, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price 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 Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder. ”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (bor, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation 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 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 Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the 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 Holders Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding Notes notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default defaults and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events of Default that have become due solely by the declaration of acceleration, have been cured or waived, and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.:

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7pursuant to clause (7) or (8) of Section 6.01 with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, occurs and is continuing under this Indenturehereunder with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request may declare all outstanding Obligations in respect of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes (including any Prepayment Premium) to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest Obligations in respect of the Notes (including any Prepayment Premium) will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7occurs pursuant to clause (7) or (8) occurs of Section 6.01 with respect to the Companyan Issuer, Parent, any Significant Restricted Subsidiary or any group all outstanding Obligations in respect of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes then outstanding will (including any Prepayment Premium) shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders In the event of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events because an Event of Default that have become due solely by described in Section 6.01(5) has occurred and is continuing, the declaration of accelerationacceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been cured or waiveddischarged in full, and within 30 days after the declaration of acceleration with respect thereto and if (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) If any Default occurs and is continuing of which a Responsible Officer of the Trustee has received written notice thereof, the Trustee shall cause the notice of the Default to be sent to each Holder within 90 days after it receives written notice of such Default by transmitting such notice to Holders at their addresses as the same shall then appear on the Security Register of the Notes kept by the Registrar, unless such Default shall have been cured or waived before the giving of such notice and a Responsible Officer of the Trustee received written notice of such cure or waiver; provided that, except in the case of a Default in the payment of the principal of or interest on any Note, the Trustee shall be protected in withholding such the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. (d) If the Notes are accelerated or otherwise become due prior to the Notes Maturity Date, pursuant to this Section 6.02 or by operation of law (i) on or after August 31, 2018, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the Redemption Price applicable with respect to an optional redemption of the Notes in effect on the date of such acceleration or the date on which the Notes otherwise become due as if such acceleration or other circumstance causing the Notes to become due were an optional redemption of the Notes accelerated or becoming due pursuant to the second paragraph of Section 3.01 and (ii) prior to August 31, 2018, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration or the date on which the Notes otherwise become due, as if such acceleration or circumstance causing the Notes to become due were an optional redemption of the Notes accelerated pursuant to the first paragraph of Section 3.01 (the foregoing clauses (i) and (ii), the “Prepayment Premium”). (e) Any Prepayment Premium payable pursuant to this Section 6.02 shall constitute part of the Obligations in respect of the Notes, 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. Any Prepayment Premium payable pursuant to this Section 6.02 shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration or the Notes otherwise becoming due, and each of the Issuers and the Guarantors agrees that it is reasonable under the circumstances. The applicable Prepayment 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), deed in lieu of foreclosure or by any other means. (f) EACH OF THE ISSUERS AND THE GUARANTORS 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 PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION OR NOTES OTHERWISE BECOMING DUE, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Issuers and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment 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, the Issuers and the Guarantors giving specific consideration in this transaction for such agreement to pay the applicable Prepayment Premium; and (D) the Issuers and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this Section 6.02. Each of the Issuers and the Guarantors expressly acknowledges that its agreement to pay the applicable Prepayment Premium to the Holders as herein described is a material inducement to Holders to acquire the Notes.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7pursuant to clause (7) or (8) of Section 6.01(a) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, occurs and is continuing under this Indenturehereunder with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7occurs pursuant to clause (7) or (8) occurs of Section 6.01(a) with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, the principal premium, if any, of and accrued interest on the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders In the event of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events because an Event of Default that have become due solely by described in Section 6.01(a)(5) has occurred and is continuing, the declaration of accelerationacceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.01(a) shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been cured or waiveddischarged in full, and within 30 days after the declaration of acceleration with respect thereto and if (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall send notice of the Default to each holder within 90 days after it obtains actual knowledge of such Default by transmitting such notice to Holders at their addresses as the same shall then appear on the register of the Notes kept by the Registrar, unless such Default shall have been cured or waived before the giving of such notice and a Responsible Officer of the Trustee has actual knowledge of such cure or waiver; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee shall be protected in withholding such the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7pursuant to clause (7) or (8) of Section 6.01 with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, occurs and is continuing under this Indenturehereunder with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request may declare all outstanding Obligations in respect of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest Obligations in respect of the Notes will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7occurs pursuant to clause (7) or (8) occurs of Section 6.01 with respect to the Companyan Issuer, Parent, any Significant Restricted Subsidiary or any group all outstanding Obligations in respect of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders In the event of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events because an Event of Default that have become due solely by described in Section 6.01(5) has occurred and is continuing, the declaration of accelerationacceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been cured or waiveddischarged in full, and within 30 days after the declaration of acceleration with respect thereto and if (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) If any Default occurs and is continuing of which a Responsible Officer of the Trustee has received written notice thereof, the Trustee shall cause the notice of the Default to be sent to each Holder within 90 days after it receives written notice of such Default by transmitting such notice to Holders at their addresses as the same shall then appear on the Security Register of the Notes kept by the Registrar, unless such Default shall have been cured or waived before the giving of such notice and a Responsible Officer of the Trustee received written notice of such cure or waiver; provided that, except in the case of a Default in the payment of the principal of or interest on any Note, the Trustee shall be protected in withholding such the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7pursuant to clause (7) or (8) of Section 6.01 with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, occurs and is continuing under this Indenturehereunder with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7occurs pursuant to clause (7) or (8) occurs of Section 6.01 with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiaryan Issuer, the principal premium, if any, of and accrued interest on the Notes then outstanding will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders In the event of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events because an Event of Default that have become due solely by described in Section 6.01(5) has occurred and is continuing, the declaration of accelerationacceleration of the notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been cured or waiveddischarged in full, and within 30 days after the declaration of acceleration with respect thereto and if (2i) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the notes, have been cured or waived. (c) If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall send notice of the Default to each holder within 90 days after it obtains actual knowledge of such Default by transmitting such notice to Holders at their addresses as the same shall then appear on the register of the Notes kept by the Registrar, unless such Default shall have been cured or waived before the giving of such notice and a Responsible Officer of the Trustee has actual knowledge of such cure or waiver; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee shall be protected in withholding such the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7under Section 6.01(g) or (8) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary6.01(h), occurs and is continuing under this Indenturehereunder with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7under Section 6.01(g) or (8) 6.01(h) occurs with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) The Holders . In the event of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events because an Event of Default that have become due solely by described in Section 6.01(e) has occurred and is continuing, the declaration of accelerationacceleration of the notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause Section 6.01(e) shall be remedied or cured, or rescinded or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been cured or waiveddischarged in full, and within 30 days after the declaration of acceleration with respect thereto and if (2A) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, (B) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived, and (C) all amounts owing to the Trustee have been paid.

Consequences of an Event of Default. (a) If an Event of Default, other than a bankruptcy default described in Sections 6.01(7) or (8) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, Company occurs and is continuing under this Indenturethe indenture, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Notes notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holdersholders), may, and the Trustee at the request of such Holders shall, may declare the principal of premium, if any, and accrued interest on the Notes notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7) or (8) occurs with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. IN THE INDENTURE, THE COMPANY WILL, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price 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 Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder. ”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (bor, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation 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 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 Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default under clause (7) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the 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 Holders Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of a majority in principal amount of the outstanding Notes notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default defaults and rescind and annul a declaration of acceleration and its consequences if (1) all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events of Default that have become due solely by the declaration of acceleration, have been cured or waived, and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.: