Common use of Acceleration of Maturity; Rescission Clause in Contracts

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such the acceleration, have been cured or waived as provided in under Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such the rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice continuing with respect to the Issuer (and to Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.”

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon On any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon On any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon on the Notes if the Event of Default giving rise to such the acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such the acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such the rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Issuers, or the Noteholders Holders of a majority of the Note Balance of the Controlling Class may declare all at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, by notice to however, that, notwithstanding the Issuer (and to the Indenture Trustee foregoing, if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or an Issuer, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Issuer, or the Noteholders Holders of a majority of the Note Balance of the Controlling Class may declare all at least 25% in aggregate principal amount of the Notes then outstanding may, by notice in writing to the Issuer and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, by notice to however, that, notwithstanding the Issuer (and to the Indenture Trustee foregoing, if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Issuer, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal amount of or interest on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes then outstanding to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occurs, all unpaid principal of occurs with respect to the Issuer and accrued and unpaid interest on the Notes, and all other amounts payable is continuing under this Indenture, will automatically all outstanding Notes shall become due and payable without further action or notice. In the event of any declaration or Event of Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding any resulting payment default, other act on the part than as a result of acceleration of the Indenture Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or any Noteholder. Upon any the Holders, if within 30 days after such declaration Event of Default arose: (1) the Indebtedness or automatic 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 Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trusteecase may be) maintaining a Bank Account.giving rise to such Event of Default; or (b3) The Noteholders the payment default that is the basis for such Event of Default has been cured. In the event of a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Note Balance of the Controlling Classthen outstanding Notes may, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration on behalf of acceleration before a judgment or decree for payment all of the amount due has been obtained by the Indenture Trustee Holders, rescind and annul such acceleration and its consequences, so long as provided in this Article V such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided in Section 5.14waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (3) the Issuer has paid the Trustee and Agents their reasonable compensation and reimbursed the Trustee and Agents for their reasonable expenses, disbursements, indemnities and advances. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice continuing with respect to the Issuer (and to Company or any of its Significant Subsidiaries that is a Guarantor, then the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers' Certificate and an opinion of counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice continuing with respect to the Issuer (and to Company, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.”

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing with respect to a series of Securities, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance any series of the Controlling Class Securities then outstanding under this Indenture may declare all Securities of the Notes such series to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by the Noteholders). Upon any such declaration, the unpaid Note Balance Holders of the NotesSecurities of such series, together with accrued specifying the respective Event of Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Securities shall become due and payable without any declaration further action or other act on notice. The Holders may not enforce this Indenture or the part of Securities except as provided in this Indenture. Notwithstanding the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Securities of such series may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of DefaultDefault with respect to such series of Securities, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances (including attorneys’ fees); and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes of a series then outstanding occurs and is continuing, then and in each and every such case (other than Events of Default specified in Section 5.01(g), (h) or (i) with respect to the Indenture Trustee Company or any Guarantor), unless the Noteholders principal of a majority all the Notes of such series shall have already become due and payable, the Note Balance Holders of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes of such affected series then outstanding, by notice in writing to the Company, each Guarantor and the Trustee, may declare the entire principal amount of all Notes of such series and interest accrued and unpaid thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, by notice without any further declaration or other act on the part of any Holder. If the Events of Default specified in Section 5.01(g), (h) or (i) occur with respect to the Issuer (Company or any Guarantor and are continuing with respect to the Indenture Trustee if given by the Noteholders). Upon any such declarationa series of Notes, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal amount of and accrued and unpaid interest on all the Notes, and all other amounts payable under Notes of such series issued pursuant to this Indenture, will automatically Indenture shall become immediately due and payable payable, without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders registered Holders of a majority in aggregate principal amount of the Note Balance then outstanding Notes of the Controlling Class, by notice to the Issuer and the Indenture Trustee, such series may rescind a declaration of and annul such acceleration before a and its consequences (i) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes that has become due solely because of the acceleration, by written notice to the Company, each Guarantor and the Trustee. However, no such rescission and annulment shall extend to or shall affect any subsequent Default or shall impart any right consequent thereon. Subject to Section 6.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of Notes of any series, unless such Holders have offered to the Trustee security or indemnity satisfactory to it. Subject to Section 6.06, the Holders of a majority in aggregate principal amount of any series of Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power the Trustee holds with respect to the Notes of such series. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Notes shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, have been cured or waived and payment of such portion of the principal thereof as provided shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in Section 5.14. No full of such rescission will affect any subsequent default or impair any right resulting from such rescissionOriginal Issue Discount Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Issuer, or the Noteholders Holders of a majority of the Note Balance of the Controlling Class may declare all at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, by notice to however, that, notwithstanding the Issuer (and to the Indenture Trustee foregoing, if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Issuer, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to a Series described in Section 5.1(b)(i), (ii), (iii) or (v) occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class such Series may declare all of the Notes of such Series to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the NotesNotes of such Series, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv5.1(b)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the NotesNotes of each Series, and all other amounts payable in respect of each Series under this IndentureIndenture and the Indenture Supplements, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderNoteholder of any Series. Upon any such declaration or automatic acceleration, acceleration (i) the Indenture Trustee will promptly notify each Noteholder of each affected Series and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank the Collection Account, the Excess Funding Account or any Series Account for an affected Series, and (ii) an Early Amortization Period for each affected Series will commence. (b) The Noteholders of a majority of the Note Balance of the Controlling Classeach affected Series, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration of maturity of the Notes of such Series and its consequences before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V in respect of such Series if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes of such Series and all other amounts that would then be due under this Indenture and the related Indenture Supplement or upon the such Notes if the Event of Default with respect to such Series giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 in respect of such Series, and (C) pay all other outstanding fees and expenses of the Issuer; Issuer in respect of or otherwise allocable to such Series, and (ii) all Events of DefaultDefault with respect to such Series, other than the non-payment of the principal of the Notes of such Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Securities of any series (other than an Event of Default specified in Section 6.01(5) or 6.01(6)) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance Securities of the Controlling Class such series then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all Securities of such series then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(5) occursand 6.01(6) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Securities shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Securities. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided or any other Person, the Holders of a majority in this Article V if: aggregate principal amount of such series of Securities then outstanding may rescind and annul such acceleration (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(5) or (6), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such rescissionseries of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.

Acceleration of Maturity; Rescission. (a) If an any Event of Default under this Indenture occurs and is continuing, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If Notwithstanding the foregoing, in the case of an Event of Default described in arising under Section 5.1(a)(iv6.01(7) occurswith respect to the Issuer, all unpaid the principal of of, premium, if any, and accrued and but unpaid interest interest, on all of the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any declaration claims by operation of law)), the amount that shall then be due and payable in respect of the Notes shall equal the amount which would be due on an optional redemption of the Notes, in each case, determined as of the date of such acceleration, as if the Notes had been optionally redeemed as of the date of such acceleration (i.e., principal plus the Make-Whole Premium if prior to January 31, 2025, and thereafter principal at the redemption price specified under paragraph 5 of the Notes as of such date) and, in each case, accrued and unpaid interest to, but excluding, the date of redemption of such Notes (or other act payment in the case of a bankruptcy or insolvency event). The amount in excess of par represented by such redemption price, the “Redemption Premium” and, together with any Make-Whole Premium, the “premium”. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any claims by operation of law)), the Make-Whole Premium or the Redemption Premium, as applicable, 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 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. If the Make-Whole Premium or the Redemption Premium, as applicable, 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 Make-Whole Premium or the Redemption Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in Section 6.01(7). Any premium payable pursuant to this paragraph and the immediately preceding paragraph shall be presumed to be equal to the liquidated damages sustained by each Holder as the result of the early acceleration or redemption of the Notes and the Issuer and each Guarantor agrees that it is a reasonable estimate under the circumstances currently existing of such ▇▇▇▇▇▇’s actual damages. The premium shall also be payable in the event the Notes and/or this Indenture are satisfied, released or discharged through foreclosure, whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means and/or upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement or compromise of the Notes in any insolvency or liquidation proceeding. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agrees (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time of any acceleration or such payment is made; (C) there has been a course of conduct between the Holders, on the one hand, and the Issuer and the Guarantors, on the other hand, giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and each Guarantor expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(5), 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 any Noteholder. Upon any the Holders, if within 30 days after such declaration Event of Default arose: (1) the Indebtedness or automatic 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 Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trusteecase may be) maintaining a Bank Account.giving rise to such Event of Default; or (b3) The Noteholders the Payment Default that is the basis for such Event of Default has been cured. In the event of a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Note Balance of the Controlling Classthen outstanding Notes may, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration on behalf of acceleration before a judgment or decree for payment all of the amount due has been obtained by the Indenture Trustee Holders, rescind and annul such acceleration and its consequences, so long as provided in this Article V such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided in Section 5.14waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements, indemnities and advances. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 6.7, and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(8) or (9)) with respect to the Securities of a series then Outstanding occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Outstanding Securities of such series, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the Notes principal amount as may be specified in the terms of that series) and accrued interest on all the Outstanding Securities of such series to be immediately due and payable, by notice as specified below. Upon a declaration of acceleration with respect to Securities of any series (or of all series, as the Issuer (case may be), such principal and to the Indenture Trustee if given accrued interest shall be due and payable 10 days after receipt by the Noteholders). Upon any Company of such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payablewritten notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(8) occursor (9) occurs with respect to the Company, the amounts described above with respect to the Outstanding Securities of all unpaid principal of series shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company’s obligations under the Securities of such series and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance Outstanding Securities of any series (or of all series, as the Controlling Classcase may be), by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences with respect to any such series if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of (or premium, if any) or interest on the Notes that has Outstanding Securities of such series (or of all series, as the case may be) which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities of any series because an Event of Default specified in Section 5.14501(5) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities of such series, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Ops ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇ Jiang, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and E-mail Address: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇, with a copy to JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and E-mail Address: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest all of the Company's obligations under the Securities and this Indenture, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of Initial Securities and the Controlling ClassExchange Securities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) In the case of an Event of Default arising under Section 6.01(8) and Section 6.01(9), with respect to the Company or any of its Significant Subsidiaries, all outstanding notes shall become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in principal amount of the Note Balance of the Controlling Class then outstanding Notes may declare all of the Notes to be immediately due and payable, payable immediately by notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders) (an "Acceleration Notice"). Upon ; provided, however, that if any Senior Debt is outstanding pursuant to a Credit Facility, upon a declaration of such declarationacceleration, such principal and interest shall be due and payable upon the unpaid Note Balance earlier of (x) the Notesfifth Business Day after sending the Company and the representative under such Credit Facility such Acceleration Notice, together with accrued unless such Event of Default is cured or waived prior to such date and unpaid interest through (y) the date of acceleration of any Senior Debt under such Credit Facility. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration, will become immediately due and payable. If No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 5.1(a)(iv6.01(5) occurs, all unpaid principal of has occurred and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic accelerationis continuing, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: a court of competent jurisdiction and (i2) the Issuer has paid all existing Events of Default, except nonpayment of principal, premium or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided waived. (c) Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. No such rescission will affect The Trustee may withhold from Holders of the Notes notice of any subsequent default con- tinuing Default or impair any right resulting from such rescissionEvent of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest.

Acceleration of Maturity; Rescission. (a) If an any Event of Default under this Indenture occurs and is continuing, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare the principal of, premium, if any, and accrued but unpaid interest, on all of the outstanding Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If Notwithstanding the foregoing, in the case of an Event of Default described in arising under Section 5.1(a)(iv6.01(7) occurswith respect to the Issuer, all unpaid the principal of of, premium, if any, and accrued and but unpaid interest interest, on all of the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any declaration claims by operation of law)), the amount that shall then be due and payable in respect of the Notes shall equal the amount which would be due on an optional redemption of the Notes, in each case, determined as of the date of such acceleration, as if the Notes had been optionally redeemed as of the date of such acceleration (i.e., principal plus the Make-Whole Premium if prior to June 1, 2022, and thereafter principal at the redemption price specified under paragraph 5 of the Notes as of such date) and, in each case, accrued and unpaid interest to, but excluding, the date of redemption of such Notes (or other act payment in the case of a bankruptcy or insolvency event). The amount in excess of par represented by such redemption price, the “Redemption Premium” and, together with any Make-Whole Premium, the “premium”. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, as a result of an Event of Default (including, but not limited to, an Event of Default specified in Section 6.01(7) (including the acceleration of any claims by operation of law)), the Make-Whole Premium or the Redemption Premium, as applicable, 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 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. If the Make-Whole Premium or the Redemption Price Premium, as applicable, 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 Make-Whole Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in Section 6.01(7). Any premium payable pursuant to this paragraph and the immediately preceding paragraph shall be presumed to be equal to the liquidated damages sustained by each Holder as the result of the early acceleration or redemption of the Notes and the Issuer and each Guarantor agrees that it is a reasonable estimate under the circumstances currently existing of such Holder’s actual damages. The premium shall also be payable in the event the Notes and/or this Indenture are satisfied, released or discharged through foreclosure, whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means and/or upon the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement or compromise of the Notes in any insolvency or liquidation proceeding. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agrees (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time of any acceleration or such payment is made; (C) there has been a course of conduct between the Holders, on the one hand, and the Issuer and the Guarantors, on the other hand, giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and each Guarantor expressly acknowledges that its agreement to pay the premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(5), 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 any Noteholder. Upon any the Holders, if within 30 days after such declaration Event of Default arose: (1) the Indebtedness or automatic 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 Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trusteecase may be) maintaining a Bank Account.giving rise to such Event of Default; or (b3) The Noteholders the Payment Default that is the basis for such Event of Default has been cured. In the event of a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Note Balance of the Controlling Classthen outstanding Notes may, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration on behalf of acceleration before a judgment or decree for payment all of the amount due has been obtained by the Indenture Trustee Holders, rescind and annul such acceleration and its consequences, so long as provided in this Article V such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided in Section 5.14waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements, indemnities and advances. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal of or interest (including Additional Interest, if any) on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or any of its Restricted Subsidiaries of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 30% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal amount of or interest on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (bd) The Noteholders Notwithstanding 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 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). (e) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a majority Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times until the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the resulting Event of Default giving rise 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 acceleration had not occurredother 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”). In any case in which the Holder is DTC or its nominee, (B) pay all amounts owed to any Position Representation or Verification Covenant required hereunder shall be provided by the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal 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 Officers’ Certificate that the Company has become due solely instituted litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default 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 Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Company provides the Trustee with an Officers’ Certificate that the Verification Covenant has been satisfied; provided that the Company shall promptly deliver such Officers’ Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by an Officers’ Certificate delivered to the Trustee) shall result in such accelerationHolder’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, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or waived any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. Notwithstanding anything in this clause (e) to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as provided the result of bankruptcy or similar proceedings shall not require compliance with this clause (e). For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in Section 5.14accordance with this Indenture and 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. No such rescission will affect The Trustee shall have no liability to the Company, any subsequent default Holder or impair any right resulting from such rescissionother Person in acting in good faith on a Noteholder Direction.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of outstanding Notes, by notice in writing to the Controlling Class Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all of the outstanding Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payablepayable immediately. If an Event or Default specified in clause (8) or (9) of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on 6.01 with respect to the Notes, and all other amounts payable Company or any Guarantor that is a Significant Subsidiary occurs under this Indenture, the Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before as described in the preceding paragraph, the Holders of a majority in principal amount of such Notes, on behalf of all Holders of such Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree, (b) if all existing Events of Default with respect to such Notes have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 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, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: a court of competent jurisdiction and (i2) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal existing Events of Default, except nonpayment of accelerated principal, premium, if any, and interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in 6.01(7) occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the Controlling Class may declare all principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable. If an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Company or any Subsidiary Guarantor, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such declaration rights, whether for the specific enforcement of any covenant or automatic accelerationagreement in this Indenture or in aid of the exercise of any power granted herein, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) or to enforce any other proper remedy. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling Classoutstanding Notes, by written notice to the Issuer Company and to the Indenture Trustee, may waive all past defaults and rescind and annul a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment nonpayment of the principal of the and premium, if any, and interest, if any, on such Notes that has have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.14. No such waived; and (ii) the rescission will affect would not conflict with any subsequent default judgment or impair any right resulting from such rescissiondecree of a court of competent jurisdiction.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided that no such declaration may occur with respect to any action taken, and reported publicly or to Holders, more than two years prior to the date of such declaration; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided in Section 5.14waived; and (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid. No such rescission will shall affect any subsequent default Default or impair any right consequent thereto. 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 DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such rescissionNoteholder’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 owners of the Notes in lieu of DTC or its nominee, and the Issuer and Trustee (and to the extent applicable, DTC) shall be entitled to conclusively rely on such Position Representation and Verification Covenant. 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 and solely to the extent that any Noteholder Direction is not otherwise made or action by the Trustee is not otherwise being taken in accordance with this Indenture without the applicable Holder participating in such 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 until the earlier of (x) a final and non-appealable determination of a court of competent jurisdiction on such matter or (y) the Issuer has provided to the Trustee an Officer’s Certificate stating that the applicable Directing Holder has provided information verifying the accuracy of such Holder’s representation or warranty with respect to such Directing Holder not being Net Short. During any such stay, the Trustee shall take no action pursuant to the Noteholder Direction. 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 and 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. The Trustee shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Direction during the pendency of any litigation or following the delivery of an Officer’s Certificate regarding the failure of a Verification Covenant.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs and is continuingcontinuing with respect to either Issuer, then the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Issuers, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Issuers and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.01, the Trustee has received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Section 6.01(vii) or Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare the principal of and accrued interest on all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given by specifying the Noteholders). Upon any such declaration, the unpaid Note Balance applicable Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration”, will and the same shall become immediately due and payable. If . (b) In case an Event of Default described in resulting from Section 5.1(a)(iv6.01(vii) occursor Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or deposited waiver of an Event of Default of the type described in either Section 6.01(vii) or Section 6.01(viii), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(v) has occurred and is 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(v) shall be remedied or cured or waived by the Holders of the relevant Debt within the grace period applicable to such Default provided for in the documentation governing such Debt and if (i) the annulment of the acceleration of the Notes would not conflict with the Indenture Trustee an amount sufficient to any judgment or decree of a court of competent jurisdiction, (Ad) pay all principal existing Events of and Default, except nonpayment of principal, premium or interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided and (e) all the other amounts due to the Trustee have been paid. (d) Subject to the provisions of Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.14. No such rescission 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will affect have the right to direct the time, method and place of conducting any subsequent default proceeding for any remedy available to the Trustee or impair exercising any right resulting from such rescissiontrust or power conferred on the Trustee with respect to the Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (6) or (7) of Section 6.01 occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice continuing with respect to the Issuer (and to Company, Mosaic, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any of their respective Significant Subsidiaries that is a Guarantor, then the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Events of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type d e scribed in clause (6) or (7) of Section 6.01, the Trustee has received an Officers’ Certificate and an opinion of counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.”

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Securities of any series (other than an Event of Default specified in Sections 6.01(4) and is 6.01(5)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance Securities of the Controlling Class such series then outstanding may declare all of the Notes to be immediately due and payablepayable the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all such Securities then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(4) occursand 6.01(5) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Securities shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Securities. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of such Securities then outstanding may rescind and annul such acceleration (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(4) or (5), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such rescissionseries of Securities, unless such Holders shall have offered to the Trustee indemnity satisfactory to the Trustee. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company’s obligations under the Securities and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to Citibank, N.A., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, OPS III, New Castle, DE 19720, Attention of: Citibank Loans Agency; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(g) or (h)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(g) or (h) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company’s obligations under the Securities and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., Loan and Agency Services Group ▇▇▇▇ ▇▇▇▇▇▇, 10th Floor, Houston, Texas 77002, Attention: Yi-▇▇▇▇ ▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and e-mail Address: ▇▇-▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, with a copy to JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and E-mail Address: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(8) or (9)) with respect to the Securities of a series then Outstanding occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Outstanding Securities of such series, voting together as a single class, by written notice to the Company and the agents, if any, under the Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the Notes principal amount as may be specified in the terms of that series) and accrued interest on all the Outstanding Securities of such series to be immediately due and payable, as specified below. Upon a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be), such principal and accrued interest shall be due and payable The Holders of at least a majority in principal amount of the Outstanding Securities of any series (or of all series, as the case may be), by written notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences with respect to any such series if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of (or premium, if any) or interest on the Notes that has Outstanding Securities of such series (or of all series, as the case may be) and any related coupons which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities of any series because an Event of Default specified in Section 5.14501(5) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities of such series, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Credit Agreement provided for herein shall be delivered or mailed to JPMorgan Chase Bank, N.A., Loan and Agency Services Group ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and E-mail Address: ▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, with a copy to JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ and E-mail Address: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; and to any other person who hereafter becomes an agent under the Credit Agreement, provided the Trustee has been notified by the Company or the agents under the Credit Agreement of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to a particular series of Notes (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance outstanding Notes of such series, by notice in writing to the Controlling Class Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all of the outstanding Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payablepayable immediately. If an Event or Default specified in clause (8) or (9) of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on 6.01 with respect to the Notes, and all other amounts payable Company or any Guarantor that is a Significant Subsidiary occurs under this Indenture, the Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before with respect to a particular series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of such Notes, on behalf of all Holders of such Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Section 6.01(vii) or Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare the principal of and accrued interest on all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given by specifying the Noteholders). Upon any such declaration, the unpaid Note Balance applicable Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration”, will and the same shall become immediately due and payable. If . (b) In case an Event of Default described in resulting from Section 5.1(a)(iv6.01(vii) occursor Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or deposited waiver of an Event of Default of the type described in either Section 6.01(vii) or Section 6.01(viii), the Trustee shall have received an Officer’s Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(v) has occurred and is 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(v) shall be remedied or cured or waived by the Holders of the relevant Debt within the grace period applicable to such Default provided for in the documentation governing such Debt and if (i) the annulment of the acceleration of the Notes would not conflict with the Indenture Trustee an amount sufficient to any judgment or decree of a court of competent jurisdiction, (Aii) pay all principal existing Events of and Default, except nonpayment of principal, premium or interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided and (iii) all the other amounts due to the Trustee have been paid. (d) Subject to the provisions of Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.14. No such rescission 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will affect have the right to direct the time, method and place of conducting any subsequent default proceeding for any remedy available to the Trustee or impair exercising any right resulting from such rescissiontrust or power conferred on the Trustee with respect to the Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs and is continuingcontinuing with respect to either Issuer, then the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and any accrued and unpaid interest on all of the Notes, and all other amounts payable under this Indenture, will automatically Notes shall immediately become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon If any other Event of Default with respect to any Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on the Notes; and upon any such declaration all such amounts upon the Notes shall become and be immediately due and payable, anything in this Indenture or automatic acceleration, in the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice Notes to the Issuer and the Indenture Trustee, may rescind contrary notwithstanding. At any time after a declaration of acceleration before a with respect to the Notes as described in the preceding paragraph, the Holders of at least 66⅔% of the aggregate principal amount of the outstanding Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) In the case of an Event of Default arising from Section 6.01 (7) or (8) with respect to the Company, any Affiliate Guarantor or any Restricted Subsidiary of the Company or such Affiliate Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (and to the Trustee if given by the Holders) (an “Acceleration Notice”). (b) In the event of an Acceleration Notice because an Event of Default described in Section 6.01(4) has occurred and is continuing, the Acceleration Notice will be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(4) 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 and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Subject to Section 7.07, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default if it determines that withholding notice is in their interest, except a Default relating to the payment of principal, premium, if any, and interest and Special Interest, if any. (c) Subject to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority shall be under no obligation to exercise any of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration rights or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due powers under this Indenture at the request or upon the direction of any Holders of Notes if the Event of Default giving rise to unless such acceleration had not occurred, (B) pay all amounts owed Holders have offered to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Defaultindemnity or security reasonably satisfactory to it against any loss, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured liability or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescissionexpense.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Parent Guarantor, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become outstanding Notes shall be- come due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an aggregate principal amount sufficient to (A) pay all principal of outstanding Notes may rescind and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to annul such acceleration had not occurred, if: (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and ▇▇▇▇- bursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type de- scribed in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissioncon- sequent thereto.

Acceleration of Maturity; Rescission. (a) If an any Event of Default under this Indenture occurs and is continuing, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the such Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, ” and the same will become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer or the Parent Guarantor, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Company, or the Noteholders Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Note Balance Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Controlling Class may Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration", and the Trustee at the request of such Holders shall, declare all the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any upon such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date declaration of acceleration, will become such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Company, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company's obligations under the Securities and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1700, Houston, Texas 77010, Attention: Manager, Syndications and Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Company, or the Noteholders Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Note Balance Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Controlling Class may Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration", and the Trustee at the request of such Holders shall, declare all the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any upon such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date declaration of acceleration, will become such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Company, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescission.consequent thereto. -77-

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority of the Note Balance of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable, payable the principal amount of all the Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursor 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01 (6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is 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(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.14. No such rescission 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will affect have the right to direct the time, method and place of conducting any subsequent default proceeding for any remedy available to the Trustee or impair exercising any right resulting from such rescissiontrust or power conferred on the Trustee with respect to the Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest all of the Company's obligations under the Securities and this Indenture, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of Initial Securities and the Controlling ClassExchange Securities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided 59 51 for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 909 ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, but before a judgment or decree based on acceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (1) the rescission would not conflict with any judgment or decree and (2) all Events of Default, other than the nonpayment of accelerated principal of or interest (including Additional Interest, if any) on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or any of its Restricted Subsidiaries of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder Noteholder, [each Hedge Counterparty] and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes [and the Interest Rate ▇▇▇▇▇▇] if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance Notes of the Controlling Class such series then outstanding, may declare all Notes of the Notes such series to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described in pursuant to Section 5.1(a)(iv6.01(8) occursoccurs with respect to the Issuer, all unpaid principal outstanding Notes of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically such series shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes of such series may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(8), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Senior Discount Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount at maturity of the Note Balance of the Controlling Class Senior Discount Notes then outstanding may declare all of the Notes to be immediately due and payable, payable the Accreted Value of all the Senior Discount Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Senior Discount Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Senior Discount Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount at maturity of the Senior Discount Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid rescission would not conflict with any judgment or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurreddecree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Discount Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Discount Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Discount Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Discount Notes that became due solely because of the acceleration of the Senior Discount Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Discount Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Discount Notes. No such rescission Holder of Senior Discount Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (2) the Holders of at least 25% in aggregate principal amount at maturity of the Senior Discount Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (3) the Trustee shall not have received from the Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Discount Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Discount Note on or after the respective due dates expressed in such Senior Discount Note.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 5.01(e) or (f)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of at least a majority 25% in aggregate Principal Amount of the Note Balance Securities then outstanding, by written notice to the Company and the Guarantor (and to the Trustee if such notice is given by Holders), may, and the Trustee at the request of such Holders shall, declare the Controlling Class may declare all of the Notes Issue Price and accrued Original Issue Discount, and premium (if any), to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such amount shall be due and payablepayable immediately after receipt by the Company and the Guarantor of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv5.01(e) occursor 5.01(f) occurs and is continuing, all unpaid principal of then the Issue Price and accrued Original Issue Discount on all of the Securities then outstanding shall ipso facto become and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon At any time after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as provided hereinafter in this Article V provided, the Holders of a majority in aggregate Principal Amount of the Securities outstanding, by written notice to the Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if: (ia) the Issuer Company or the Guarantor has paid or deposited with the Indenture Trustee an amount a sum sufficient to pay (Ai) pay all principal of and interest on sums paid or advanced by the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 6.05 and (C) pay all other outstanding fees the reasonable compensation, expenses, disbursements and expenses advances of the Issuer; Trustee, its agents and counsel, and (ii) the Issue Price, premium (if any), and accrued Original Issue Discount on any Securities which have become due otherwise than by such declaration of acceleration and overdue interest thereon (to the extent of such overdue interest at the rate borne by the Securities); and (b) the rescission would not conflict with any judgment or and if all existing Events of Default, other than the non-payment of the principal of the Notes that has Issue Price and accrued Original Issue Discount which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereon provided in Section 5.13.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of outstanding Notes, by notice in writing to the Controlling Class Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all of the outstanding Notes to be immediately due and payablepayable (a) if there shall no longer be any Senior Credit Agreement, immediately or (b) if there shall be a Senior Credit Agreement, upon the first to occur of (i) the declaration of an acceleration of Indebtedness outstanding under any of the Senior Credit Agreement and (ii) the fifth Business Day after receipt by notice to the Issuer (Company and to the agents or trustees acting on behalf of any Senior Credit Agreement of such declaration given under the Indenture Trustee if given by the Noteholders). Upon and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in the unpaid Note Balance of Indenture or the Notes, together with accrued and unpaid interest through Notes to the date of acceleration, contrary will become immediately due and payable. If an Event or Default specified in clause (8) or (9) of Default described in Section 5.1(a)(iv) occurs6.01 with respect to the Company, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7) with respect to the Company, the Parents, ▇▇▇▇▇ ▇▇ or a Significant Subsidiary) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority of the Note Balance of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable, payable the principal amount of all the Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) with respect to the Company, the Parents, ▇▇▇▇▇ ▇▇ or a Significant Subsidiary shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is 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(5) shall be remedied or cured by the Company, a Guarantor or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No such rescission Holder of Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, -90- (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Securities of any series (other than an Event of Default specified in Section 6.01(3) with respect to Section 4.08 or an Event of Default specified in Sections 6.01(4) or 6.01(5)) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance Securities of the Controlling Class such series then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all such Securities then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(4) occursand 6.01(5) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Securities shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Securities. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of such Securities then outstanding may rescind and annul such acceleration (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(4) or (5), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such rescissionseries of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.

Acceleration of Maturity; Rescission. (a) If an any Event of Default under this Indenture occurs and is continuing, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance applicable series of the Controlling Class Notes then outstanding, may declare all such series of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, ” and the same will become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer or the Parent Guarantor, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of the outstanding applicable series of Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Senior Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Senior Notes then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all the Senior Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Senior Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Senior Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Senior Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Notes. No such rescission Holder of Senior Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Note on or after the respective due dates expressed in such Senior Note.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(8) occursoccurs with respect the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(8), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 6.01 hereof) occurs and is continuing, the Indenture Trustee by notice to the Company, or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of then outstanding Notes by written notice to the Controlling Class Company and the Trustee, may declare the unpaid principal amount of and any accrued interest on all of the Notes to be immediately due and payablepayable immediately. Upon such declaration the principal and interest shall be due and payable immediately (together with the premium referred to in Section 6.01 hereof, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholdersapplicable). Upon any such declarationNotwithstanding the foregoing, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If if an Event of Default described specified in clause (7) or (8) of Section 5.1(a)(iv) 6.01 hereof relating to the Company, any Subsidiary that would constitute a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, all unpaid principal of such an amount shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders Holders of a majority in principal amount of the Note Balance of the Controlling Class, then outstanding Notes by written notice to the Issuer and the Indenture Trustee, Trustee may rescind a declaration of an acceleration before a and its consequences if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay and if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely by such because of the acceleration, ) have been cured or waived. Notwithstanding the foregoing, if an Event of Default specified in clause (5) of Section 6.01 hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or 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 (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration), and written notice of such repayment, or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 20 days after any such acceleration in Section 5.14. No respect of the Notes, and so long as such rescission will affect of any subsequent default such acceleration of the Notes does not conflict with any judgment or impair any right resulting from such rescissiondecree as certified to the Trustee by the Company.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Securities of any series (other than an Event of Default specified in Section 6.01(3) with respect to Section 4.09 or an Event of Default specified in Sections 6.01(4) or 6.01(5)) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance Securities of the Controlling Class such series then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all such Securities then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(4) occursand 6.01(5) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Securities shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Securities. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of such Securities then outstanding may rescind and annul such acceleration (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(4) or (5), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such rescissionseries of Securities, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, but before a judgment or decree based on acceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal of or interest (including Additional Interest, if any) on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of Section 5.1(a)(iv6.01 hereof has occurred and is 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) occursof Section 6.01 hereof shall be remedied or cured by the Company or any of its Restricted Subsidiaries of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an any Event of Default under this Indenture occurs and is continuing, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance applicable series of the Controlling Class Notes then outstanding, may declare all such series of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, ” and the same will become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer or the Parent Guarantor, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of the applicable series of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 4.1(e) or Section 4.1(f)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may declare all of the Notes to be immediately due and payableOutstanding Senior Notes, by written notice to the Issuer (and to the Indenture Trustee if such notice is given by the NoteholdersHolders). Upon , may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, and any such declarationpremium and accrued interest on, all the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately Senior Notes to be due and payablepayable immediately. If Notwithstanding the foregoing, in the event of an Event of Default described specified in Section 5.1(a)(iv4.1(e) occursor Section 4.1(f), all unpaid principal of the amounts described above shall by such fact itself become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind After a declaration of acceleration acceleration, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as provided Trustee, the Holders of at least a majority in this Article V if: aggregate principal amount of the Outstanding Senior Notes, by written notice to the Issuer and the Trustee, may annul such declaration if (ia) the Issuer has paid or deposited with the Indenture Trustee an amount a sum sufficient to pay (A1) pay all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and any other amounts due to the Trustee under Section 5.6, (2) all overdue interest on all Senior Notes, (3) the principal of and premium, if any, on any Senior Notes which have become due and otherwise than by such declaration of acceleration and interest on thereon at the Notes rate borne by the Senior Notes, and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B4) pay all amounts owed to the Indenture Trustee under Section 6.7 extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Senior Notes; and (C) pay all other outstanding fees and expenses of the Issuer; and (iib) all Events of Default, other than the non-payment of the principal of the Senior Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.144.13 or cured. No such rescission will shall affect any subsequent default or impair any right resulting from such rescissionconsequent thereon.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company or any Guarantor that is a Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of outstanding Notes, by notice in writing to the Controlling Class Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all of the outstanding Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payablepayable immediately. If an Event or Default specified in clause (8) or (9) of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on 6.01 with respect to the Notes, and all other amounts payable Company or any Guarantor that is a Significant Subsidiary occurs under this Indenture, the Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Issuer, or the Noteholders Holders of a majority of the Note Balance of the Controlling Class may declare all at least (y) 25% in aggregate principal amount of the Notes then outstanding, in the case of any Event of Default arising under any of clauses (1) through (8) inclusive in Section 6.01 and (z) a majority in principal amount of the Notes then outstanding under the Indenture in the case of an Event of Default arising under Section 6.01(9) may, in each case by notice in writing to the Issuer and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, by notice to however, that, notwithstanding the Issuer (and to the Indenture Trustee foregoing, if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Issuer, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (7) or (8) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount at maturity of the Note Balance of outstanding Notes, by notice in writing to the Controlling Class Trustee and the Company, may declare then Accreted Value of (and premium, if any) and accrued and unpaid interest, if any, to the date of acceleration on all of the outstanding Notes to be immediately due and payablepayable immediately and, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon upon any such declaration, the unpaid Note Balance such Accreted Value of the Notes(and premium, together with if any) and accrued and unpaid interest through interest, if any, notwithstanding anything contained in this Indenture or the date of acceleration, Notes to the contrary will become immediately due and payable. If an Event or Default specified in clause (7) or (8) of Default described in Section 5.1(a)(iv) occurs6.01 with respect to the Company, all unpaid principal of the then Accreted Value (and premium and accrued and unpaid interest on interest, if any) of the Notes, and all other amounts payable under this Indenture, Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default with respect to the Notes (other than an Event of Default with respect to the Company described in clause (8) or (9) of Section 6.01) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of outstanding Notes, by notice in writing to the Controlling Class Trustee and the Company, may declare the unpaid principal of (and premium, if any) and accrued interest to the date of acceleration on all of the outstanding Notes to be immediately due and payablepayable (a) if there shall no longer be any Senior Credit Agreement, by notice immediately or (b) if there shall be a Senior Credit Agreement, upon the first to occur of (i) the Issuer declaration of an acceleration of Indebtedness outstanding under any of the Senior Credit Agreement and (and to ii) the Indenture Trustee if given fifth Business Day after receipt by the Noteholders). Upon Company and the agents or trustees acting on behalf of any Senior Credit Agreement of such declaration given under this Indenture and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the unpaid Note Balance of Notes to the Notes, together with accrued and unpaid interest through the date of acceleration, contrary will become immediately due and payable. If an Event or Default specified in clause (8) or (9) of Default described in Section 5.1(a)(iv) occurs6.01 with respect to the Company, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, Notes will automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority Holder of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind Notes. At any time after a declaration of acceleration before with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences (a) if the rescission would not conflict with any judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: decree, (ib) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay if all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event existing Events of Default giving rise with respect to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses Notes have been cured or waived except nonpayment of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been paid, (d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (8) or (9) of Section 6.01, the Trustee has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance outstanding Notes may declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) all Events of Default, other than the nonpayment of accelerated principal amount of or interest on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 5.1(a)(iv6.01 hereof has occurred and is continuing, the declaration of ac- celeration 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 (6) occursof Section 6.01 hereof shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Securities then Outstanding, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all of unpaid principal of, premium, if any, and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable upon the first to occur of an acceleration under the Bank Credit Agreement or 10 days after receipt by the Company and the agents, if any, under the Bank Credit Agreement of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or ---- ----- other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest all of the Company's obligations under the Securities and this Indenture, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of principal of, premium, if any, or interest on the principal of the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1700, Houston, Texas 77010, Attention: Agency Department; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Securities of any series (other than an Event of Default specified in Sections 6.01(4) and is 6.01(5)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance Securities of the Controlling Class such series then outstanding may declare all of the Notes to be immediately due and payablepayable the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all such Securities then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(4) occursand 6.01(5) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Securities shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Securities. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of such Securities then outstanding may rescind and annul such acceleration (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is permitted under applicable law, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(4) or (5), the Trustee shall have received an Officers’ Certificate and such other documentation as the Trustee may request, to the effect that such Event of Default has been cured or waived as provided in Section 5.14waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from consequent thereto. Subject to Section 7.01, in case an Event of Default shall occur and be continuing with respect to any series of Securities, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of such rescissionseries of Securities, unless such Holders shall have offered to the Trustee indemnity satisfactory to the Trustee. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of such series of Securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such Securities.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Noteholders Holders of a majority not less than 30% in aggregate principal amount of the Note Balance outstanding Notes may, subject to Section 4.03(c) hereof, declare the principal of the Controlling Class may declare all of Notes and any accrued interest on the Notes to be immediately due and payable, payable immediately by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by the NoteholdersHolders). Upon any ; provided, however, that after such declarationacceleration, but before a judgment or decree based on acceleration, the unpaid Note Balance Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (1) the rescission would not conflict with any judgment or decree and (2) all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, together with accrued and unpaid interest through have been cured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) In the date event of acceleration, will become immediately due and payable. If a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of Section 5.1(a)(iv6.01 hereof has occurred and is 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) occursof Section 6.01 hereof shall be remedied or cured by the Company or any of its Restricted Subsidiaries of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect 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 obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, all unpaid the principal of and any accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank AccountHolder. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Sections 6.1(a)(6) or 6.1(a)(7)) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority of the Note Balance of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable, payable the principal amount of all such Notes then outstanding by written notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will and the same shall become immediately automatically due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.1(a)(6) occursand 6.1(a)(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will such Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of such Notes. Upon After any such declaration or automatic acceleration, but before a judgment or decree based on acceleration is obtained or entered into as hereinafter provided, the Indenture registered Holders of a majority in aggregate principal amount of such Notes then outstanding may rescind and annul such acceleration (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured, or waived pursuant to Section 6.4 except nonpayment of principal, premium or interest that has become due solely because of the acceleration, (iii) if, to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee will promptly notify each Noteholder its reasonable compensation and each Qualified Institution reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.7 and (if not v) in the Indenture Trusteeevent of the cure or waiver of an Event of Default of the type described in either Section 6.1(a)(6) maintaining a Bank Accountor (7), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) The Noteholders Subject to Section 7.1, in case an Event of Default shall occur and be continuing with respect to the Notes, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable security or indemnity. Subject to Section 7.7, the Holders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration before a judgment or decree for payment of the in aggregate principal amount due has been obtained by the Indenture Trustee as provided in this Article V if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such acceleration, have been cured or waived as provided in Section 5.14. No such rescission will affect any subsequent default or impair any right resulting from such rescissionNotes.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Senior Subordinated Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Senior Subordinated Notes then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all the Senior Subordinated Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Senior Subordinated Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Senior Subordinated Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Senior Subordinated Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01 (6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Subordinated Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Subordinated Notes shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Subordinated Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Subordinated Notes that became due solely because of the acceleration of the Senior Subordinated Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Subordinated Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Subordinated Notes. No such rescission Holder of Senior Subordinated Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Subordinated Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Subordinated Note on or after the respective due dates expressed in such Senior Subordinated Note.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Section 6.01(vii) or Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare the principal of and accrued interest on all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given by specifying the Noteholders)applicable Event of Default and that it is a “notice of acceleration”. Upon a notice of acceleration, such principal and interest will become due and payable upon the earlier to occur of (x) the 5th day after notice thereof has been given to holders of Designated Senior Debt and (y) the date on which all of the Designated Senior Debt has been accelerated. The Issuer or the Trustee will promptly notify the holders of Designated Senior Debt of any such declaration, the unpaid Note Balance declaration of acceleration of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If . (b) In case an Event of Default described in resulting from Section 5.1(a)(iv6.01(vii) occursor Section 6.01(viii) with respect to Parent, Intermediate Holdco or the Issuer shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or deposited waiver of an Event of Default of the type described in either Section 6.01(vii) or Section 6.01(viii), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(v) has occurred and is 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(v) shall be remedied or cured or waived by the Holders of the relevant Debt within the grace period applicable to such Default provided for in the documentation governing such Debt and if (d) the annulment of the acceleration of the Notes would not conflict with the Indenture Trustee an amount sufficient to any judgment or decree of a court of competent jurisdiction, (Ae) pay all principal existing Events of and Default, except nonpayment of principal, premium or interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided and (f) all the other amounts due to the Trustee have been paid. (d) Subject to the provisions of Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.14. No such rescission 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will affect have the right to direct the time, method and place of conducting any subsequent default proceeding for any remedy available to the Trustee or impair exercising any right resulting from such rescissiontrust or power conferred on the Trustee with respect to the Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Section 6.01(5) and is (6) with respect to the Company, Parent or a Significant Subsidiary) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare the principal of and accrued interest on all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declarationCompany, the unpaid Note Balance Representative under the Credit Agreement (if any amounts are outstanding thereunder) and the Trustee specifying the applicable Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration” (the “Acceleration Notice”), will and the same: (1) shall become immediately due and payable. If ; or (2) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement and five business days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice. (b) In case an Event of Default described in resulting from Section 5.1(a)(iv6.01(5) occursand (6) with respect to the Company, Parent or a Significant Subsidiary shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if (i) the Issuer has paid rescission would not conflict with any judgment or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurreddecree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01 (5) or (6), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(4) has occurred and is 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(4) shall be remedied or cured or waived by the Holders of the relevant Debt within the grace period applicable to such Default provided for in the documentation governing such Debt and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived as provided and (3) all the other amounts due to the Trustee have been paid. (d) Subject to the provisions of Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No such rescission Holder of Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any remedy thereunder, unless: (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default; (2) the registered Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee; and (3) the Trustee shall not have received from the registered Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority of the Note Balance of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable, payable the principal amount of all the Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid rescission would not conflict with any judgment or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurreddecree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.06 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is 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(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee indemnity satisfactory to it. Subject to Section 5.147.06, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No such rescission Holder of Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (2) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered to the Trustee indemnity satisfactory to it to institute such proceeding as trustee, and (3) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee Trustee, by notice in writing to the Company, or the Noteholders Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Note Balance Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Controlling Class may Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the Trustee at the request of such Holders shall, declare all the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any upon such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date declaration of acceleration, will become such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to Parent or the Company, all unpaid the principal of and premium, if any, and accrued and unpaid interest interest, if any, on the Notes, Notes then outstanding shall become and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any Notwithstanding the foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances (including attorneys’ fees); and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company's obligations under the Securities and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 909 Fannin Street, Suite 1700, Houston, Texas 77010, Attention: Manage▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Section 6.01(a)(vii) or Section 6.01(a)(viii) with respect to Parent, Intermediate Holdco or the Issuer) shall have occurred and is be continuing, the Indenture Trustee or the Noteholders Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding may declare the principal of and accrued interest on all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given by specifying the Noteholders). Upon any such declaration, the unpaid Note Balance applicable Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration”, will and the same shall become immediately due and payable. If . (b) In case an Event of Default described in resulting from Section 5.1(a)(iv6.01(a)(vii) occursor Section 6.01(a)(viii) with respect to Parent, Intermediate Holdco or the Issuer shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become Notes shall be due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of at least a majority in this Article V if: aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if (i) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or deposited waiver of an Event of Default of the type described in either Section 6.01(a)(vii) or Section 6.01(a)(viii), the Trustee shall have received an Officer’s Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(v) has occurred and is 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(a)(v) shall be remedied or cured or waived by the Holders of the relevant Debt within the grace period applicable to such Default provided for in the documentation governing such Debt and if (i) the annulment of the acceleration of the Notes would not conflict with the Indenture Trustee an amount sufficient to any judgment or decree of a court of competent jurisdiction, (Aii) pay all principal existing Events of and Default, except nonpayment of principal, premium or interest on the Notes and all other amounts that would then be became due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses solely because of the Issuer; and (ii) all Events of Default, other than the non-payment acceleration of the principal of the Notes that has become due solely by such accelerationNotes, have been cured or waived and (iii) all the other amounts due to the Trustee have been paid. (d) Notwithstanding the foregoing, to the extent elected by the Issuer, the sole remedy for an Event of Default relating to the failure to file any documents or reports that Parent is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act and for any failure to comply with the requirements of TIA § 314(a)(1) or of Section 4.16 of this Indenture, shall for the first 60 days after the occurrence of such an Event of Default consist exclusively of the right to receive an extension fee on the Notes in an amount equal to 0.25% of the principal amount of the Notes. The extension fee shall be in addition to any Additional Interest that may accrue as a result of a registration default under the Registration Rights Agreement. If the Issuer so elects, such extension fee shall be payable on all outstanding Notes on or before the date on which such Event of Default first occurs. On the 61st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 61st day), the Notes shall be subject to acceleration as provided in this Section 5.146.02. No The provisions of this Indenture described in this Section 6.02(d) shall not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Issuer does not elect to pay the extension fee in accordance with this Section 6.02(d), the Notes shall be subject to acceleration as provided in this Section 6.02. (e) In order to elect to pay the extension fee as the sole remedy during the first 60 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations in accordance with Section 6.02(d), the Issuer shall (i) deliver notice to all Holders of Notes and the Trustee and Paying Agent of such rescission election and (ii) pay such extension fee on or before 5:00 p.m. New York City time on the date on which such Event of Default occurs. Upon the Issuer’s failure to timely give such notice or pay the extension fee, the Notes shall be subject to acceleration as provided in this Section 6.02. (f) Subject to the provisions of Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee will affect be under no obligation to exercise any subsequent default of its rights or impair powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding will have the right resulting from such rescissionto direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g)) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may Initial Securities, Exchange Securities and any Additional Securities then Outstanding, voting together as a single class, by written notice to the Company and the agents, if any, under the Bank Credit Agreement (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest on all the Notes Securities to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders)as specified below. Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date a declaration of acceleration, will become immediately such principal and accrued interest shall be due and payablepayable 10 days after receipt by the Company of such written notice given hereunder. If an Event of Default described specified in Section 5.1(a)(iv501(f) or 501(g) with respect to the Company occurs, all unpaid principal of the amounts described above shall ipso facto become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any payment of such declaration or automatic accelerationprincipal and interest, all of the Indenture Trustee will promptly notify each Noteholder Company’s obligations under the Securities and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) this Indenture, other than obligations under Section 606, shall terminate. The Noteholders Holders of at least a majority in principal amount of the Note Balance of the Controlling ClassSecurities then Outstanding, voting together as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind a declaration of an acceleration before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: and its consequences if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) all existing Events of Default, other than the non-payment of the principal of or interest on the Notes that has Securities which have become due solely by such because of the acceleration, have been cured or waived as provided and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.14501(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period. No Notices by the Trustee to the agents under the Bank Credit Agreement provided for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1700, Houston, Texas 77010, Attention: Manager, Syndications and Credit; and to any other person who hereafter becomes an agent under the Bank Credit Agreement, provided the Trustee has been notified by the Company or the Banks of the names and mailing addresses of such rescission will affect any subsequent default or impair any right resulting from such rescissionpersons.

Acceleration of Maturity; Rescission. (a) If an Event of ------------------------------------ Default (other than an Event of Default specified in Section 4.1(f) or Section 4.1(g) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may declare all of the Notes to be immediately due and payableOutstanding Senior Notes, by written notice to the Issuer (and to the Indenture Trustee if such notice is given by the NoteholdersHolders). Upon , may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, and any such declarationpremium and accrued interest on, all the unpaid Note Balance of the Notes, together with accrued Senior Notes (and unpaid interest through the date of acceleration, will become immediately any Additional Amounts payable in respect thereof) to be due and payablepayable immediately. If Notwithstanding the foregoing, in the event of an Event of Default described specified in Section 5.1(a)(iv4.1(f) occursor Section 4.1(g), all unpaid principal of the amounts described above shall by such fact itself become and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind After a declaration of acceleration acceleration, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as provided Trustee, the Holders of at least a majority in this Article V if: aggregate principal amount of the Outstanding Senior Notes, by written notice to the Issuer and the Trustee, may annul such declaration if (ia) the Issuer or Bermuda Holdings has paid or deposited with the Indenture Trustee an amount a sum - sufficient to pay (A1) pay all principal of and interest on - sums paid or advanced by the Notes and all other amounts that would then be due Trustee under this Indenture or upon and the Notes if reasonable compensation, expenses, disbursements and advances of the Event of Default giving rise to such acceleration had not occurredTrustee, its agents and counsel, (B2) pay all amounts owed overdue interest on all Senior Notes, (3) the principal of - - and premium, if any, on any Senior Notes which have become due and otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Senior Notes, and (4) to the Indenture Trustee under Section 6.7 extent that payment of such interest is - lawful, interest upon overdue interest at the rate borne by the Senior Notes; and (C) pay all other outstanding fees and expenses of the Issuer; and (iib) all Events of Default, other than the non-payment of the principal of the - Senior Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.144.13 or cured. No such rescission will recision shall affect any subsequent default or impair any right resulting from such rescissionconsequent thereon.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Senior Notes (other than an Event of Default specified in Sections 6.01(6) and is 6.01(7)) shall have occurred and be continuing, the Indenture Trustee or the Noteholders registered Holders of a majority not less than 25% in aggregate principal amount of the Note Balance of the Controlling Class Senior Notes then outstanding may declare all of the Notes to be immediately due and payable, payable the principal amount of all the Senior Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) shall occur, such amount with respect to all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Senior Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Senior Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Senior Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of Default, other than the non-payment Default have been cured or waived except nonpayment of the principal of the Notes or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Notes. No such rescission Holder of Senior Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (2) the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (3) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Note on or after the respective due dates expressed in such Senior Note.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture with respect to a series of Notes, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance such series of the Controlling Class Notes then outstanding may declare all Notes of the Notes applicable series to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Issuer, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes of such series may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of DefaultDefault with respect to such series of Notes, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances (including attorneys’ fees); and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an any Event of Default occurs and is continuingcontinuing under this Indenture, either the Indenture Trustee or the Noteholders Holders of a majority at least 25% in aggregate principal amount of the Note Balance of the Controlling Class Notes then outstanding, may declare all of the Notes to be immediately due and payable, payable by notice in writing to the Issuer (and to the Indenture Trustee if given Trustee, in the case of notice by Holders, specifying the Noteholders). Upon any such declaration, the unpaid Note Balance respective Event of the Notes, together with accrued Default and unpaid interest through the date that it is a “notice of acceleration, will ” and the same shall become immediately due and payable. If ; provided, however, that, notwithstanding the foregoing, if an Event of Default described specified in Section 5.1(a)(iv6.01(7) occursoccurs with respect to the Parent Guarantor, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically outstanding Notes shall become due and payable without any declaration further action or other act on notice. Notwithstanding the part of the Indenture Trustee or any Noteholder. Upon any foregoing, if after such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on such acceleration is obtained by the Indenture Trustee as provided Trustee, the Holders of a majority in this Article V aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii1) all Events of Default, other than the non-payment nonpayment of the principal of the Notes principal, premium, if any, or interest that has become due solely by such because of the acceleration, have been cured or waived as provided waived; (2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (3) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements, indemnities and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 5.146.01(7), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission will shall affect any subsequent default Default or impair any right resulting from such rescissionconsequent thereto.

Acceleration of Maturity; Rescission. (a) If an Event of Default (other than an Event of Default specified in Section 4.01(f) or Section 4.01(g) occurs and is continuing, the Indenture Trustee or the Noteholders Holders of a majority at least 25% of the Note Balance principal amount of the Controlling Class may declare all of the Notes to be immediately due and payableOutstanding Senior Notes, by written notice to the Issuer (and to the Indenture Trustee if such notice is given by the NoteholdersHolders). Upon , may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, and any such declarationpremium and accrued interest on, all the unpaid Note Balance of the Notes, together with accrued Senior Notes (and unpaid interest through the date of acceleration, will become immediately any Additional Amounts payable in respect thereof) to be due and payablepayable immediately. If Notwithstanding the foregoing, in the event of an Event of Default described specified in Section 5.1(a)(iv4.01(f) occurs------- or Section 4.01(g), all unpaid principal of the amounts described above shall by such fact itself become ------- and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any NoteholderHolder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind After a declaration of acceleration acceleration, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as provided Trustee, the Holders of at least a majority in this Article V if: aggregate principal amount of the Outstanding Senior Notes, by written notice to the Issuer and the Trustee, may annul such declaration if (ia) the Issuer or Bermuda Holdings has paid or deposited with the Indenture Trustee an amount a sum sufficient to pay (A1) pay all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Senior Notes, (3) the principal of and premium, if any, on any Senior Notes which have become due and otherwise than by such declaration of acceleration and interest on thereon at the Notes rate borne by the Senior Notes, and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B4) pay all amounts owed to the Indenture Trustee under Section 6.7 extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Senior Notes; and (C) pay all other outstanding fees and expenses of the Issuer; and (iib) all Events of Default, other than the non-non- payment of the principal of the Senior Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.144.13 or ---- cured. No such rescission will recision shall affect any subsequent default or impair any right resulting from such rescissionconsequent thereon.

Acceleration of Maturity; Rescission. (a) If an Event of Default occurs with respect to the Notes (other than an Event of Default specified in Sections 6.01(6) and is continuing6.01(7) with respect to the Company, the Indenture Parents, Moore NA or a Significant Subsidiary) shall have occurred and be conti▇▇▇▇▇, ▇he Trustee or the Noteholders registered Holders of a majority of the Note Balance of the Controlling Class may declare all not less than 25% in aggregate principal amount of the Notes then outstanding may declare to be immediately due and payable, payable the principal amount of all the Notes then outstanding by written notice to the Issuer (Company and to the Indenture Trustee if given by the Noteholders). Upon any such declarationTrustee, the unpaid Note Balance of the Notes, together with plus accrued and but unpaid interest through to the date of acceleration, will become immediately due and payable. If In case an Event of Default described specified in Section 5.1(a)(ivSections 6.01(6) occursand 6.01(7) with respect to the Company, the Parents, Moore NA or a Significant Subsidiary shall occur, such amount with res▇▇▇▇ ▇▇ all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will Notes shall be automatically become due and payable immediately without any declaration or other act on the part of the Indenture Trustee or any Noteholderthe Holders of the Notes. Upon After any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account. (b) The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration but before a judgment or decree for payment of the amount due has been based on acceleration is obtained by the Indenture Trustee as provided Trustee, the registered Holders of a majority in this Article V if: aggregate principal amount of the Notes then outstanding may rescind and annul such acceleration if (i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had rescission would not occurredconflict with any judgment or decree, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and (ii) if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal, other than the non-payment of the principal of the Notes premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(5) has occurred and is 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(5) shall be remedied or cured by the Company, a Guarantor or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived as provided waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 5.147.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. No such rescission Holder of Notes will affect any subsequent default or impair have any right resulting to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such rescissionrequest and shall have failed to institute such proceeding within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.