Common use of Acceleration of Maturity Clause in Contracts

Acceleration of Maturity. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable immediately by notice in writing to the Company and the Trustee. Upon a declaration of acceleration, the Notes and all other Obligations thereunder shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof occurring with respect to the Company, all outstanding Notes and all other Obligations thereunder shall become immediately due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.08 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration of Maturity. If any Event of Default (other than an Event of Default specified in clauses (7)(i) through (7)(v) and (8) of Section 6.1 of the Indenture relating to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then-then outstanding Notes by notice to the Company and the Trustee may declare the unpaid principal of and any interest on all the Notes and all other Obligations thereunder to be due and payable immediately immediately; provided, however, that if any Obligation with respect to Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a declaration of acceleration of the Notes, the principal, premium, if any, and interest on the Notes will not be payable until the earlier of: (1) the day which is five Business Days after written notice of acceleration is received by notice in writing to the Company and the TrusteeCredit Agent or (2) the date of acceleration of the Indebtedness under the Credit Agreement. Upon a declaration of acceleration, the Notes and all other Obligations thereunder shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default specified in clause clauses (97)(i) or through (107)(v) and (8) of Section 6.01 hereof occurring 6.1 of the Indenture with respect to the CompanyCompany or any Restricted Subsidiary that is a Significant Subsidiary occurs, the principal of, and premium, if any, and any accrued and unpaid interest on all outstanding Notes and all other Obligations thereunder shall will become immediately due and payable without further action or notice. Holders In the event of a declaration of acceleration of the Notes may not enforce this Indenture or the Notes except because an Event of Default has occurred and is continuing as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount result of the then-outstanding Notes may direct the Trustee in its exercise acceleration of any trust or power. The Trustee may withhold from Holders Indebtedness described in clause (5) of Section 6.1 of the Indenture, the declaration of acceleration of the Notes notice shall be automatically annulled if the holders of any continuing Default Indebtedness described in such clause have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days from the date of such declaration and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or Event decree of Default a competent jurisdiction and (2) all existing Events of Default, except a Default or Event of Default relating to the non-payment of principalprincipal or interest on the Notes that became due solely because of the acceleration of the Notes, premium, if any, have been cured or interest) if it determines that withholding notice is in their interestwaived. If In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium Make Whole Price or premium, as applicable, that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.08 hereofthe optional redemption provisions of the Indenture, the applicable Make Whole Price, or an equivalent premium premium, as the case may be, shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration of Maturity. If any This Section 5.2 shall replace Section 5.2 of the Base Indenture with respect to the Notes only. In the case of an Event of Default occurs specified in clause (2) of Section 5.1, the principal amount of all Notes and is continuingpremium, if any, together with accrued and unpaid interest, if any, thereon, with respect thereto, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. In the case of an Event of Default specified in clause (1) of Section 5.1, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal amount of all the Notes and all other Obligations thereunder premium, if any, together with accrued and unpaid interest, if any, thereon, to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee. Upon a Trustee if given by the Holders), and upon any such declaration of accelerationsuch principal amount (or specified amount) and premium, the Notes if any, together with accrued and all other Obligations thereunder unpaid interest, if any, thereon, with respect thereto, shall become immediately due and payable. Notwithstanding the foregoing, in the case of At any time after such an Event of Default specified in clause (9) or (10) of Section 6.01 hereof occurring acceleration has occurred with respect to the Company, all outstanding Notes and all other Obligations thereunder shall become immediately due and payable without further action before a judgment or notice. decree based on such acceleration has been obtained by the Trustee as provided below in this Article 5, the Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of less than a majority in principal amount of the then-outstanding Notes Outstanding Notes, by written notice to the Company and the Trustee, may direct rescind and annul such acceleration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Notes, (B) the principal of or premium (if any) on any Notes that have become due otherwise than by such acceleration and interest thereon at the rate or rates prescribed therefor in its exercise such Notes, (C) to the extent that payment of any trust such interest is lawful, interest upon overdue interest at the rate prescribed therefor in the Notes, and (D) all sums paid or power. The advanced by the Trustee may withhold from Holders hereunder, the reasonable compensation, expenses, disbursements and advances due to Trustee under Section 6.7 of the Base Indenture, and all other amounts due under Section 6.7 of the Base Indenture; (ii) all Events of Default with respect to the Notes, other than the nonpayment of the principal of the Notes notice of any continuing Default that have become due solely by such acceleration, have been cured, waived or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is otherwise remedied as provided in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf Section 5.13 of the Company Base Indenture; and (iii) the rescission would not conflict with any final judgment or decree of a court of competent jurisdiction. No such rescission shall affect any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.08 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notessubsequent default or impair any right consequent thereon.

Acceleration of Maturity. (a) If any an Event of Default (other than specified in Section 5.01(g) with respect to the Company) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the then-outstanding Outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes and all other Obligations thereunder to be due and payable immediately by notice in writing to the Company and the Trusteepayable. Upon such a declaration of accelerationdeclaration, the Notes such principal and all other Obligations thereunder interest shall become immediately be due and payable. Notwithstanding the foregoing, in the case of payable immediately. (b) If an Event of Default specified in clause (9pursuant to Section 5.01(g) or (10) of Section 6.01 hereof occurring with respect relating to the CompanyCompany occurs and is continuing, all outstanding the principal of and interest on the Notes will ipso facto become and all other Obligations thereunder shall become be immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce this Indenture Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes except as provided set forth in this Indenture. Subject to certain limitationsSection 5.02(a), the Holders of a majority in principal amount of the then-outstanding Notes under this Indenture may direct rescind and cancel such declaration and its consequences: (i) if the Trustee in its exercise rescission would not conflict with any judgment or decree; (ii) if all existing Events of any trust Default with respect to the Notes have been cured or power. The Trustee may withhold from Holders waived except nonpayment of principal or interest that has become due solely because of the Notes notice of any continuing Default or Event of Default acceleration; (except a Default or Event of Default relating iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, premiumwhich has become due otherwise than by such declaration of acceleration, if any, or interesthas been paid; and (iv) if it determines that withholding notice is in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem has paid the Notes pursuant to Section 3.08 hereofTrustee its reasonable compensation and reimbursed the Trustee for its expenses, an equivalent premium disbursements and advances. No such rescission shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notesaffect any subsequent Default or impair any right consequent thereto.

Acceleration of Maturity. Rescission and Annulment -------------------------------------------------- If any an Event of Default of the kind specified in clause (4) or (5) of Section 6.1 occurs, the unpaid principal amount of all of the Notes shall automatically become immediately due and payable without notice, presentment or demand of any kind. If an Event of Default (other than an Event of Default of the kind specified in clause (4) or (5) of Section 6.1) occurs and is continuing, then and in every such case the Trustee may or at the direction of the Majority Holders (or, if the only Event of Default occurring is an Event of Default with respect to a Seller or Servicer set forth in clauses (2), (3) or (6) of Section 6.1, then the Holder or the Holders of at least 2566 2/3% in principal amount of the then-outstanding Notes may aggregate Outstanding Note Balance of the Notes), the Trustee shall declare the principal of all of the Notes and all other Obligations thereunder to be immediately due and payable immediately payable, by a notice in writing to the Company (and to the Trustee. Upon a Trustee if given by Noteholders), and upon any such declaration of acceleration, the Notes such principal (together with all accrued and all other Obligations thereunder previously unpaid interest) shall become immediately due and payable. The Trustee shall give notice to each Noteholder and DCR of such declaration. Notwithstanding the foregoing, in the case Trustee may not declare the Notes to be due and payable pursuant to this Section 6.2 as a result of an Event of Default arising solely from the Company's failure to perform its agreements set forth in Section 7.7. At any time after such a declaration of acceleration has been made, but before any Sale of the Trust Estate has been made or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of 66 2/3% of the aggregate Outstanding Note Balance of the Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequence if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest on all Class A, Class B and Class C Notes, (B) the principal of any of the Class A, Class B or Class C Notes which has become due otherwise than by such declaration of acceleration and interest thereon at the applicable Note Interest Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Class A, Class B and Class C Notes at the rate specified therefor in clause the applicable Notes, and (9D) all sums paid or advanced by the Trustee hereunder and the Back-up Servicer under the Servicing Agreement and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the nonpayment of the principal of the Class A, Class B and Class C Notes which have become due solely by such acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Subsequent to any such declaration of acceleration and so long as such declaration and its consequences has not been rescinded and annulled, prior to the exercise by the Trustee of the remedies set forth in Section 6.3(b) or (10c) of Section 6.01 hereof occurring with respect to the Company, all outstanding Notes and all other Obligations thereunder shall become immediately due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of shall give the Notes Noteholders ten days' notice of any continuing Default or Event of Default (except a Default or Event of Default relating its intention to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.08 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notestake such actions.

Acceleration of Maturity. If any Event of Default (other than an Event of Default specified in clauses (g) and (h) of Section 6.1 of the Indenture relating to the Issuer, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 25% in principal amount of the then-then outstanding Notes Securities of a Series by notice to the Issuer and the Trustee may declare the unpaid principal of and any interest, Additional Interest or Additional Tax Amounts on all the Notes and all other Obligations thereunder Securities of that Series (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) to be due and payable immediately immediately; provided, however, that if any Obligation with respect to Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a declaration of acceleration of the Securities of a Series, the principal, premium or Additional Tax Amounts, in any and interest on such Securities will not be payable until the earlier of: (a) the day which is five Business Days after written notice of acceleration is received by notice in writing to the Company and the TrusteeCredit Agent or (b) the date of acceleration of the Indebtedness under the Credit Agreement. Upon a declaration of acceleration, the Notes and all other Obligations thereunder shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default specified in clause clauses (9g) or and (10h) of Section 6.01 hereof occurring 6.1 of the Indenture with respect to the CompanyIssuer, the Company or any Restricted Subsidiary that is a Significant Subsidiary occurs, the principal of, and premium, Additional Interest or Additional Tax Amounts, if any, and any accrued and unpaid interest on all outstanding Notes and all other Obligations thereunder shall Securities of that Series will become immediately due and payable without further action or notice. Holders In the event of a declaration of acceleration of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders Securities of a majority in 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 or that Series because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.1 of the Indenture, the declaration of acceleration of the Securities of that Series shall be automatically annulled if the holders of any Indebtedness described in such clause have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days from the date of such declaration and if: (A) the annulment of the acceleration of the Securities of that Series would not conflict with any judgment or decree of a competent jurisdiction and (B) all existing Events of Default, except a Default or Event of Default relating to the non-payment of principalprincipal or interest on the Securities of that Series that became due solely because of the acceleration of such Securities, premium, if any, have been cured or interest) if it determines that withholding notice is in their interestwaived. If In the case of any Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuer or the Company or any Guarantor with the intention of avoiding payment of any make whole price or premium, as applicable, that the premium that Issuer or the Company would have had to pay if the Issuer or the Company then had elected to redeem the Notes Securities of a Series pursuant to Section 3.08 hereofthe optional redemption provisions of the Indenture, if any, the applicable make whole price, or an equivalent premium premium, as the case may be, shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the NotesSecurities of that Series.

Acceleration of Maturity. In the case of an Event of Default described under clause (8) or (9) of Section 6.01 hereof with respect to the Company, 100% of the principal amount of all outstanding Notes plus any accrued and unpaid interest to the date of payment shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable immediately by written notice in writing to the Company and the Trustee, may declare 100% of the principal amount of all outstanding Notes plus any accrued and unpaid interest to the date of payment to be due and payable immediately. Upon In the event of a declaration of acceleration, acceleration of the Notes and all other Obligations thereunder shall become immediately due and payable. Notwithstanding the foregoing, in the case of because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (9) or (105) of Section 6.01 hereof occurring with respect to hereof, the Company, all outstanding Notes and all other Obligations thereunder shall become immediately due and payable without further action or notice. Holders declaration of acceleration of the Notes may not enforce this Indenture shall be automatically annulled if (x) the holders of any Indebtedness described in such clause (5) have rescinded or waived the Notes except as provided declaration of acceleration in this Indenture. Subject to certain limitations, Holders respect of a majority in principal amount such Indebtedness within 60 days of the then-outstanding Notes may direct date of such declaration, (y) the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of default that is the Notes notice of any continuing Default or basis for such Event of Default has been cured or (except a Default z) the Indebtedness or Guarantee that is the basis for such Event of Default relating to has been discharged and if (a) the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf annulment of the Company acceleration of Notes would not conflict with any judgment or any Guarantor with the intention decree of avoiding payment a court of the premium that the Company would have had to pay if the Company then had elected to redeem competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes pursuant to Section 3.08 hereof, an equivalent premium shall also that become and be immediately due and payable to the extent permitted by law upon solely because of the acceleration of the Notes, have been cured or waived.

Acceleration of Maturity. (a) If any an Event of Default (other than specified in Section 5.01(g) with respect to the Company) occurs and is continuing, the Trustee or the Holders holders of at least 2525.0% in principal amount of the then-outstanding Outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes and all other Obligations thereunder to be due and payable immediately by notice in writing to the Company and the Trusteepayable. Upon such a declaration of accelerationdeclaration, the Notes such principal and all other Obligations thereunder interest shall become immediately be due and payable. Notwithstanding the foregoing, in the case of payable immediately. (b) If an Event of Default specified in clause (9pursuant to Section 5.01(g) or (10) of Section 6.01 hereof occurring with respect relating to the CompanyCompany occurs and is continuing, all outstanding the principal of and interest on the Notes will ipso facto become and all other Obligations thereunder shall become be immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce this Indenture Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes except as provided set forth in this Indenture. Subject to certain limitationsSection 5.02(a), the Holders of a majority in principal amount of the then-outstanding Notes under this Indenture may direct rescind and cancel such declaration and its consequences: (i) if the Trustee in its exercise rescission would not conflict with any judgment or decree; (ii) if all existing Events of any trust Default with respect to the Notes have been cured or power. The Trustee may withhold from Holders waived except nonpayment of principal or interest that has become due solely because of the Notes notice of any continuing Default or Event of Default acceleration; (except a Default or Event of Default relating iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, premiumwhich has become due otherwise than by such declaration of acceleration, if any, or interesthas been paid; and (iv) if it determines that withholding notice is in their interest. If any Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem has paid the Notes pursuant to Section 3.08 hereofTrustee its reasonable compensation and reimbursed the Trustee for its expenses, an equivalent premium disbursements and advances. No such rescission shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notesaffect any subsequent Default or impair any right consequent thereto.