Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e) or 7.1(f)) shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal (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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payable. If an Event of Default specified in Section 7.1(e) or 7.1(f) occurs and is continuing, then in every such case, the principal amount (or specified amount), and all such other amounts, of all of the Securities of that series then Outstanding shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a), however, are subject to the condition that, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, shall have been so declared to be due and payable, and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if (i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by such declaration of acceleration and interest thereon; and (ii) the rescission or annulment would not conflict with any judgment or decree and every other Default and Event of Default with respect to Securities of that series, other than the non-payment of the principal of, or premium, if any, or interest on, Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.6. (c) No such rescission shall affect any subsequent Default or impair any right consequent thereon. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more interest of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment uncured nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase or redeem any Notes when required or (iii) a failure to pay or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuingwith respect to the Company occurs, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become immediately due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The provisions of Notwithstanding anything to the contrary in Section 7.2(a6.02(a), howeverSection 6.04 or any other provision of this Indenture, are subject to the condition thatif, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payablepayable in accordance with Section 6.02(a), and before a any judgment or decree of a court of competent jurisdiction for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Articleobtained, the Holders of a majority in principal amount and each of the Securities of such series then Outstanding by written notice to conditions set forth in the Trustee immediately following clauses (i), (ii) and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if(iii) is satisfied: (i) the Company has paid delivers or deposited deposits with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series amount of Securities) cash sufficient to pay: (A) pay all amounts owing matured installments of principal and interest upon all the Trustee Notes, and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel); (ii) the rescission or and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of at least majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or premium, if any, or any interest on, Securities any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of that series which have become due solely by such declaration of acceleration, have been cured any Note within the applicable time period set forth under Section 4.03(a) or waived as provided in Section 7.6. (c) No the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided, that no such rescission shall or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent thereonon such Default or Event of Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company or any of any series at its Significant Subsidiaries), unless the time Outstandingprincipal of all of the Notes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such declaration principal to the extent that payment of acceleration such interest is enforceable under applicable law, at the rate borne by the Notes at such time) and interest thereon; and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared Notes or (ii) a failure to pay the cash 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 Securities shall be deemed, for all purposes hereunder, to be such portion upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company or any of any series at its Significant Subsidiaries), unless the time Outstandingprincipal of all of the Notes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such declaration principal to the extent that payment of acceleration such interest is enforceable under applicable law, at the rate borne by the Notes at such time) and interest thereon; and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and (cNY) No 27961/684/INDENTURE/WMGI.indenture.doc annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared Notes or (ii) a failure to pay the cash 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 Securities shall be deemed, for all purposes hereunder, to be such portion upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuingwith respect to the Company occurs, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become immediately due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The provisions of Notwithstanding anything to the contrary in Section 7.2(a6.02(a), howeverSection 6.04 or any other provision of this Indenture, are subject to the condition thatif, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payablepayable in accordance with Section 6.02(a), and before a any judgment or decree of a court of competent jurisdiction for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Articleobtained, the Holders of a majority in principal amount and each of the Securities of such series then Outstanding by written notice to conditions set forth in the Trustee immediately following clauses (i), (ii) and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if(iii) is satisfied: (i) the Company has paid delivers or deposited deposits with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series amount of Securities) cash sufficient to pay: (A) pay all amounts owing matured installments of principal and interest upon all the Trustee Notes, and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel); (ii) the rescission or and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or premium, if any, or any interest on, Securities any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of that series which have become due solely by such declaration of acceleration, have been cured any Note within the applicable time period set forth under Section 4.03(a) or waived as provided in Section 7.6. (c) No the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided, that no such rescission shall or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent thereonon such Default or Event of Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) hereof or 7.1(f)Section 6.01(j) shall happen hereof with respect to Securities of any series at the time Outstanding, thenCompany) occurs and is continuing, and in each and every such case, during is known to a Responsible Officer of the continuance of any such Event of DefaultTrustee, the Trustee by notice to the Company, or the Holders of at least 25% or more in principal amount of the Securities Notes then Outstanding by written notice to the Company and the Trustee, may, and the Trustee at the request of such series then Outstanding may Holders shall, declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The Notwithstanding anything to the contrary herein, the provisions of Section 7.2(a6.02(a), however, are subject to the condition thatconditions that if, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities ifherein provided: (i) the Company has paid pays or deposited delivers, as the case may be, or deposits with the Trustee or Paying Agent a sum in an amount of cash and the Currency in which such Securities are denominated number of Common Shares, if any (subject solely to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) settle outstanding conversions), sufficient to pay: (A) pay all amounts owing matured installments of interest upon all the Trustee Notes, all cash and Common Shares, if any, due upon the conversion of any predecessor Trustee hereunder under Section 11.1(a) (providedand all converted Notes, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears and the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to cover all amounts owing under the Indenture to the Trustee and its agents and counsel; (ii) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal ofof the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the amount of cash, Common Shares or combination of cash and Common Shares due upon conversion of a Note, or premiumwith respect to another covenant or provision of the Indenture that cannot be modified or amended without the consent of each affected Holder) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (other than those resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, if anyto pay or deliver, as the case may be, the amount of cash, Common Shares or combination of cash and Common Shares due upon conversion of a Note, or interest onwith respect to another covenant or provision of the Indenture that cannot be modified or amended without the consent of each affected Holder) and their consequences; provided, Securities of however, that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.6. (c) No no such rescission shall or annulment will extent to or will affect any subsequent Default or shall impair any right consequent thereonon such Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing with respect to the Company, then, and then in each and every such case, during case (except as provided in the continuance of any such Event of Default, immediately following paragraph) the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Securities of such series then Outstanding outstanding Notes may declare the principal (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, premium, if any, and all accrued but and unpaid interest on all the Securities of such series then Outstanding Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, accrued interest thereon (including any Additional Interest) shall become immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuing, then in every such casewith respect to the Company occurs, the principal amount (or specified amount)of, and all such other amountsaccrued interest (including any Additional Interest) on, of all of the Securities of that series then Outstanding Notes shall automatically, become immediately due and payable without any declaration or other Act of the Holders or any other action act on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminateTrustee. (b) Notwithstanding the foregoing, to the extent the Company’s elects, the sole remedy for an Event of Default specified in Section 6.01(f) relating to failure by the Company to comply with its obligations pursuant to Section 4.02 or Section 4.07 (the “Company’s Filing Obligations”), shall, for the first 180 days after the occurrence of such Event of Default (which will be the 61st calendar day after written notice is provided to the Company of the Default pursuant to Section 6.01(f)), consist exclusively of the right to receive Additional Interest at a rate equal to (i) 0.25% per annum of the principal amount of the outstanding Notes for each day during the 90-day period beginning on, and including the occurrence of such an Event of Default during which such Event of Default is continuing and (ii) 0.50% per annum of the principal amount of the outstanding Notes for each day during the 90-day period beginning on, and including the 91st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing. On the 181st calendar day immediately following such Event of Default (if the Event of Default relating to the Company’s Filing Obligations is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided in Section 6.02(a). This provision will not affect the rights of Holders in the event of the occurrence of any other Event of Default. Such Additional Interest, if so elected by the Company pursuant to this paragraph, shall be payable in the same manner and on the same dates as stated interest payable on the Notes. The provisions Company may make such election by notifying, in the manner provided for in Section 14.01, the Trustee, the Paying Agent and the Holders of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes will be immediately subject to acceleration as provided herein. If Additional Interest has been paid by the Company directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment. In the event the Company does not elect to pay such Additional Interest or the Company elects to make such payment but does not pay such Additional Interest when due, the Notes will be immediately subject to acceleration as provided in Section 7.2(a6.02(a). Any Additional Interest payable pursuant to this Section 6.02(b) will be in addition to any Additional Interest payable pursuant to Section 4.03. (c) This Section 6.02, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: pay installments of accrued and unpaid interest (Aincluding any Additional Interest) all amounts owing the Trustee and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and any Additional Interest (to the extent that payment of such declaration interest is enforceable under applicable law) and on such principal at the rate borne by the Notes during the period of acceleration such Default) and interest thereon; and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all Events of Default Defaults with respect to Securities of that seriessuch Notes, other than the non-payment nonpayment of the principal of, or premium, if any, or of and accrued and unpaid interest on, Securities of on such Notes that series which shall have become due solely by such declaration of accelerationacceleration or failure to deliver the consideration due upon conversion, shall have been cured or waived as provided pursuant to Section 6.04, then and in every such case the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes, subject to Section 7.6. (c) 6.04, and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. No such rescission or annulment referred to above shall affect any subsequent Default or impair any right consequent thereon. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(j) or 7.1(f)Section 6.01(k) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(j) or 7.1(fSection 6.01(k) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(j) or 7.1(f)Section 6.01(k) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(j) or 7.1(fSection 6.01(k) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase or redeem any Notes when required, (iii) a failure to pay or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall Notes or (iv) a default in respect of a covenant or provision hereof which under Article 10 cannot be due and payable as a result modified or amended without the consent of such acceleration, and payment each Holder of such portion of the principal thereof as 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 full of such Original Issue Discount Securitiesan outstanding Note affected.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuingwith respect to the Company occurs, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become immediately due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The provisions of Notwithstanding anything to the contrary in Section 7.2(a6.02(a), howeverSection 6.04 or any other provision of this Indenture, are subject to the condition thatif, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payablepayable in accordance with Section 6.02(a), and before a any judgment or decree of a court of competent jurisdiction for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Articleobtained, the Holders of a majority in principal amount and each of the Securities of such series then Outstanding by written notice to conditions set forth in the Trustee immediately following clauses (i), (ii) and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if(iii) is satisfied: (i) the Company has paid delivers or deposited deposits with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series amount of Securities) cash sufficient to pay: (A) pay all amounts owing matured installments of principal and interest upon all the Trustee Notes, and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel); (ii) the rescission or and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal (including the Fundamental Change Purchase Price or Redemption Price) of, or premium, if any, or any interest on, Securities any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of that series which have become due solely by such declaration of acceleration, have been cured any Note within the applicable time period set forth under Section 4.03(a) or waived as provided in Section 7.6. (c) No the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price or Redemption Price) of, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided, that no such rescission shall or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent thereonon such Default or Event of Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuingwith respect to the Company occurs, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become immediately due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The provisions of Notwithstanding anything to the contrary in Section 7.2(a6.02(a), howeverSection 6.04 or any other provision of this Indenture, are subject to the condition thatif, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payablepayable in accordance with Section 6.02(a), and before a any judgment or decree of a court of competent jurisdiction for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Articleobtained, the Holders of a majority in principal amount and each of the Securities of such series then Outstanding by written notice to conditions set forth in the Trustee immediately following clauses (i), (ii) and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if(iii) is satisfied: (i) the Company has paid delivers or deposited deposits with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series amount of Securities) cash sufficient to pay: (A) pay all amounts owing matured installments of principal and interest upon all the Trustee Notes, and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel); (ii) the rescission or and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal ofof the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of at least majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal, or premium, if any, or any interest on, Securities any Notes), (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of that series which have become due solely by such declaration of acceleration, have been cured any Note within the applicable time period set forth under Section 4.03(a) or waived as provided in Section 7.6. (c) No the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal, or any interest on, any Notes), (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided, that no such rescission shall or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent thereonon such Default or Event of Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(j) or 7.1(f)Section 6.01(k) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(j) or 7.1(fSection 6.01(k) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment #92449509v11 of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase or redeem any Notes when required or (iii) a failure to pay or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee by notice to the Company, or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion 100% of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) occurs and is continuingwith respect to the Company occurs, then in every such case, 100% of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become immediately due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The provisions of Notwithstanding anything to the contrary in Section 7.2(a6.02(a), howeverSection 6.04 or any other provision of this Indenture, are subject to the condition thatif, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payablepayable in accordance with Section 6.02(a), and before a any judgment or decree of a court of competent jurisdiction for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Articleobtained, the Holders of a majority in principal amount and each of the Securities of such series then Outstanding by written notice to conditions set forth in the Trustee immediately following clauses (i), (ii) and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities if(iii) is satisfied: (i) the Company has paid delivers or deposited deposits with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series amount of Securities) cash sufficient to pay: (A) pay all amounts owing matured installments of principal and interest upon all the Trustee Notes, and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to pay the Trustee its compensation and reimburse the Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel); (ii) the rescission or and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or premium, if any, or any interest on, Securities or any Additional Amounts with respect to, any Notes), (b) the Company’s failure to deliver the Settlement Amounts due upon conversion of that series which have become due solely by such declaration of acceleration, have been cured any Note within the applicable time period set forth under Section 4.03(a) or waived as provided in Section 7.6. (c) No the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, or any Additional Amounts with respect to, any Notes), (y) the Company’s failure to deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and their consequences; provided, that no such rescission shall or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent thereonon such Default or Event of Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(h) or 7.1(f)Section 6.01(i) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(h) or 7.1(fSection 6.01(i) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more interest of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment uncured nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e‎Section 6.01(j) or 7.1(f)‎Section 6.01(k) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with ‎Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e‎Section 6.01(j) or 7.1(f‎Section 6.01(k) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to ‎Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to ‎Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more interest of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee and Collateral Agent pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment uncured nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulledcase may be, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion consideration due upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any If one or more of the Events of Default described shall have occurred and be continuing, then, and in Section 7.1 each and every such case (other than an Event of Default specified in Section 7.1(e6.01(i) or 7.1(f)Section 6.01(j) shall happen with respect to Securities the Company), unless the principal of any series at all of the time OutstandingNotes shall have already become due and payable, then, and in each and every such case, during the continuance of any such Event of Default, either the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series Notes then Outstanding may declare the principal (oroutstanding determined in accordance with Section 8.04, 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, premium, if any, and all accrued but unpaid interest on all the Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes then outstanding to be immediately due and payable, and upon any such declaration such principal amount (or specified amount), and all such other amounts, the same shall become and shall automatically be immediately due and payable. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, 100% of the principal amount (or specified amount)of, and accrued and unpaid interest, if any, on, all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, become and without any declaration or any other action on the part of the Trustee or any Holder, become shall automatically be immediately due and payable immediatelypayable. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) The provisions of Section 7.2(a)immediately preceding paragraph, however, are is subject to the condition thatconditions that if, at any time after the principal of all the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter provided in this Articleprovided, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration shall pay or its consequences with respect to such series of Securities if (i) the Company has paid or deposited shall deposit with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) sufficient to pay: (A) all amounts owing the Trustee pay installments of accrued and any predecessor Trustee hereunder under Section 11.1(a) (provided, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears of interest, if any, unpaid interest upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) Notes and the principal of any and premium, if any, and any other amounts, on any Securities of such series all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such declaration of acceleration interest is enforceable under applicable law, and interest thereon; and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (ii1) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction and every other Default (2) any and Event all existing Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment nonpayment of the principal of, or premiumof and accrued and unpaid interest, if any, or interest on, Securities of on Notes that series which shall have become due solely by such declaration of acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in Section 7.6. (cthe immediately succeeding sentence) No the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. . Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (di) For all purposes under this Indenture, if a portion the nonpayment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Original Issue Discount Securities shall have been accelerated Notes, (ii) a failure to repurchase or redeem any Notes when required or (iii) a failure to pay (and declared deliver, if applicable) the consideration 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 Securities shall be deemed, for all purposes hereunder, to be such portion upon conversion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount SecuritiesNotes.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if any one or more of the Events If an Event of Default described in Section 7.1 (other than an Event of Default specified in Section 7.1(e6.01(i) hereof or 7.1(f)Section 6.01(j) shall happen hereof with respect to Securities of any series at the time Outstanding, thenCompany) occurs and is continuing, and in each and every such case, during is known to a Responsible Officer of the continuance of any such Event of DefaultTrustee, the Trustee by notice to the Company, or the Holders of at least twenty-five percent (25% or more %) in principal amount of the Securities Notes then Outstanding by written notice to the Company and the Trustee, may, and the Trustee at the request of such series then Outstanding may Holders shall, declare the principal one hundred percent (or, if the Securities of that series are Original Issue Discount Securities, such portion 100%) of the principal amount as may be specified in the terms of that series) of, premium, if any, and all accrued but and unpaid interest interest, if any, on all the Securities of such series Notes then Outstanding to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and all such other amounts, shall become immediately due and payableimmediately. If an Event of Default specified in Section 7.1(e6.01(i) or 7.1(fSection 6.01(j) with respect to the Company occurs and is continuing, then in every such case, one hundred percent (100%) of the principal amount (or specified amount)of, premium, if any, and accrued and unpaid interest, if any, on all such other amounts, of all of the Securities of that series then Outstanding Notes shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, automatically become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (subject to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminatepayable. (b) The Notwithstanding anything to the contrary herein, the provisions of Section 7.2(a6.02(a), however, are subject to the condition thatconditions that if, at any time after the principal of all of, and accrued and unpaid interest, if any, on, the Securities of such series, to which any one or more of the Events of Default described in Section 7.1 is applicable, Notes shall have been so declared to be due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Securities of such series then Outstanding by written notice to the Trustee and the Company may rescind and annul such declaration or its consequences with respect to such series of Securities ifherein provided: (i) the Company has paid pays or deposited delivers, as the case may be, or deposits with the Trustee or Paying Agent a sum in an amount of cash and the Currency in which such Securities are denominated number of Common Shares, if any (subject solely to Section 7.1 and except as otherwise provided pursuant to Section 3.1 for any series of Securities) settle outstanding conversions), sufficient to pay: (A) pay all amounts owing matured installments of interest upon all the Trustee Notes, all cash and Common Shares, if any, due upon the conversion of any predecessor Trustee hereunder under Section 11.1(a) (providedand all converted Notes, however, that all sums payable under this clause (A) shall be paid in U.S. Dollars); (B) all arrears and the principal of and accrued and unpaid interest, if any, upon on all the Securities of such series (with interest, to the extent that interest thereon Notes which shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or rates prescribed therefor in such Securities); and (C) the principal of and premium, if any, and any other amounts, on any Securities of such series that have become due otherwise than by acceleration (with interest on such declaration principal and, to the extent that payment of acceleration such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and interest thereon; andsuch amount as shall be sufficient to cover all amounts owing under the Indenture to the Trustee and its agents and counsel; (ii) the rescission or annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and (iii) any and every other Default and Event all Events of Default with respect to Securities of that seriesunder this Indenture, other than the non-payment of the principal ofof the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the amount of cash or combination of cash and Common Shares due upon conversion of a Note, or premiumwith respect to another covenant or provision of the Indenture that cannot be modified or amended without the consent of each affected Holder) and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (other than those resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, if anyto pay or deliver, as the case may be, the amount of cash or combination of cash and Common Shares due upon conversion of a Note, or interest onwith respect to another covenant or provision of the Indenture that cannot be modified or amended without the consent of each affected Holder) and their consequences; provided, Securities of however, that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.6. (c) No no such rescission shall or annulment will extent to or will affect any subsequent Default or shall impair any right consequent thereonon such Default. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities 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 Securities 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, and payment of such portion of the principal thereof as 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 full of such Original Issue Discount Securities.