Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses clause (h5) or (i) of the first paragraph of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on all the outstanding Notes to be due and payable immediately by notice in writing to the Company and (if the notice is given by Holders) to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such principal and the same accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses clause (h5) or (i) of the first paragraph of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. A notice of Default may not be given by the Trustee with respect to any action taken and reported publicly or to Holders more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such Holder is being instructed solely by beneficial owners of the Notes that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner or owners, as the case may be, of interests in the applicable Global Notes in lieu of the Depositary or its nominee and the Depositary shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the running of the cure period with respect to each applicable Default or Event of Default shall be automatically stayed and the full original cure period with respect to each such Default and Event of Default shall be automatically reinstituted and any remedy shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the running of the cure period with respect to each applicable Default or Event of Default shall be automatically stayed and the full original cure period with respect to each such Default and Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that each applicable Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of any such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default described in clause (5) of the first paragraph of Section 6.01 shall not require compliance with the preceding two paragraphs. The Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture that is accompanied by the required Position Representations, and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction that is accompanied by the required Position Representations or on an Officers’ Certificate from the Company, in either case, pursuant to which the Trustee refrains from taking any action or stays any remedy in good faith with respect thereto or in reliance thereon. At any time after a declaration any acceleration of acceleration with respect to the Notes as described in accordance with the preceding paragraphprovisions of this Section 6.02, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Company may rescind and cancel any such declaration with respect to the Notes acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default specified in clause (4) of the type described in clauses (h) or (i) first paragraph of Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default has or an Acceleration shall have occurred and shall be continuing shall be less than $190.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h) 8) or clause (i9) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (h) 8) or clause (i9) of Section 6.01 hereof occurs and is continuingcontinuing with respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. At any time after Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration and its consequences if: (1) the Company has paid or deposited with respect the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and its consequences (iD) if to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities and five Business Days after receipt by the Company and the representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified with respect to the Company described in clauses paragraph (h) or (i) of Section 6.01 hereof with respect to the Company11 (other than an Event of Default described in clause (i) occurs and is continuing, the Trustee of paragraph (h) or the Holders described in clause (vi) of at least 25% in principal amount paragraph (h) by virtue of the then outstanding Notes may declare the principal fact that such clause encompasses clause (i) of and accrued interest on paragraph (h)) has occurred, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same every Series then outstanding shall automatically become immediately due and payable. . (b) If an any other Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs has occurred and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration holder or other act on the part holders of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described more than 50% in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may rescind at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and cancel such declaration payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and its consequences payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) if all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the rescission would not conflict with any judgment or decree, Default Rate) and (ii) if all existing Events the Make-Whole Amount determined in respect of Default have been cured or waived except nonpayment of such principal or interest that has become due solely because of the acceleration, amount (iii) to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than a Make-Whole Amount by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of that the cure Notes are prepaid or waiver are accelerated as a result of an Event of Default Default, is intended to provide compensation for the deprivation of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No right under such rescission shall affect any subsequent Default or impair any right consequent theretocircumstances.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(a)(vi) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 30% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(iv) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(iv) shall be remedied or cured, or waived by the Holders of the relevant indebtedness, or the indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (b) In the case of an Event of Default arising under Section 6.01(a)(vi), with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. (c) Holders of a majority in aggregate principal amount of the then outstanding Notes may declare direct the principal time, method and place of and accrued interest conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on all it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other holders of the Notes to be due and payable immediately by notice in writing to the Company and (it being understood that the Trustee (if given by the does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) specifying or that may involve the respective Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default and if it determines that it withholding notice is in their interest, except a “notice Default or Event of acceleration” Default relating to the payment of principal, interest or Additional Amounts or premium, if any. (d) Subject to the “Acceleration Notice”)provisions of Article Seven, and the same shall become immediately due and payable. If in case an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and Trustee will be immediately due and payable without under no obligation to exercise any declaration or other act on the part of the Trustee rights or powers under this Indenture at the request or direction of any Holder. At any time after a declaration of acceleration with respect Holders unless such Holders have offered to the Notes as described in Trustee indemnity or security satisfactory to the preceding paragraphTrustee against any loss, liability or expense. (e) Within 30 days of the occurrence of any Default or Event of Default, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect Issuer is required to deliver to the Notes and its consequences (i) if the rescission would not conflict with any judgment Trustee a statement specifying such Default or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoDefault.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSections 6.01(g) or (ih)) of Section 6.01 hereof shall occur and be continuing with respect to the Company) occurs and is continuingthis Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses Sections 6.01(g) or (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest interest, if any, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company may, and the Trustee (if given by at the Holders) specifying the respective Event request of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)such Holders shall, and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then declare all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the outstanding Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Company occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or clause (i) 8) of Section 6.01 hereof with respect to the Company) occurs shall occur with respect to the Notes and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of of, premium, if any, and accrued but unpaid interest on on, all the Notes then outstanding to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying Holders of the respective Event of Default and that it is Notes). Upon such a “notice of acceleration” (the “Acceleration Notice”)declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (h7) or clause (i) 8) of Section 6.01 hereof occurs and is continuingwith respect to the Company, then all unpaid the principal of, and any premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto be accelerated and become and be immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. At any time after a declaration Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Notes by appropriate judicial proceedings. (b) After an acceleration with respect to the Notes as described in Notes, but before a judgment or decree for payment of the preceding paragraphmoney due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and the Trustee, on behalf of the Holders of the Notes, may rescind and cancel annul such acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, the principal of, and premium, if any, on any Notes then outstanding, in each case, which have become due otherwise than by such declaration with respect to of acceleration and interest thereon at the rate borne by the Notes and its consequences (iC) if to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an Event of any Default (other than an Event of Default specified described in clauses (h) Section 7.6 or (i) of Section 6.01 hereof 7.7 occurs with respect to the Company) occurs and is continuingany Borrower, the Trustee obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the Holders part of at least 25% the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in principal immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the then outstanding Notes amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the principal of and accrued interest on all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Obligations shall become immediately due and payable. If an Event , without presentment, demand, protest or notice of Default specified in clauses (h) or (i) any kind, all of Section 6.01 hereof occurs and is continuing, then all unpaid principal ofwhich each Borrower hereby expressly waives, and premium(y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, if anymake demand on the Borrowers to pay, and accrued each applicable Borrower will, forthwith upon such demand and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further notice or other act on act, pay to the part Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the Trustee maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Holder. At Default (other than any time after a declaration of acceleration Default as described in Section 7.6 or 7.7 with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind any Borrower) and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure obtained or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses clause (h6) or (i) of the first paragraph of Section 6.01 hereof with respect to the CompanyParent Guarantor or any Issuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the written request of such Holders shall, declare the principal of and accrued and unpaid interest on all the outstanding Notes to be due and payable immediately by notice in writing to the Company Parent Guarantor and (if the notice is given by Holders) to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such unpaid principal and the same accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses clause (h6) or (i) of the first paragraph of Section 6.01 hereof with respect to the Parent Guarantor or any Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphany such acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Parent Guarantor may rescind and cancel any such declaration with respect to the Notes acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has Issuers have paid the Trustee its reasonable compensation as provided for in this Indenture and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default of the type described specified in clauses (h3) or (i5) of the first paragraph under this Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the judgment as to which caused such Event of Default shall be less than $50.0 million, having been paid, discharged, stayed or waived by the holders of the relevant judgment or the relevant judgment having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Parent Guarantor or any Subsidiary of the Parent Guarantor as to which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than $50.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, the sole remedy for an Event of Default relating to the failure of the Issuers to comply with their obligations set forth in Section 4.09 of this Indenture, will, for the first 180 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during the 180-day period beginning on, and including, the day on which such an Event of Default occurs during which such Event of Default is continuing (and neither waived nor cured). If the Issuers so elect, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the obligations as set forth in Section 4.09 is not cured or waived prior to such 181st day), the Notes will be subject to acceleration as provided above. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Issuers do not elect to pay the additional interest following an Event of Default in accordance with this paragraph or the Issuers elect to make such payment but do not pay the additional interest when due, the Notes will be immediately subject to acceleration as provided in this Section 6.02. In order to elect to pay the additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, the Issuers must notify all Holders of Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Issuers’ failure to timely give such notice, the Notes will be immediately subject to acceleration as provided above.

Acceleration. (a) If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (h3) or (i4) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of and accrued interest on all the Notes Debentures of that series due and payable, provided that in the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series have, failed to declare the principal of the Debentures of that series to be immediately due and payable immediately payable, the holders of at least 25% in aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust shall have such right by a notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableTrustee. If an Event of Default specified in clauses clause (h3) or (i4) of Section 6.01 hereof occurs occurs, the principal of and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At any time after a declaration of acceleration Upon such an acceleration, such principal, together with respect to the Notes as described in the preceding paragraphall interest accrued thereon, the shall be due and payable immediately. (b) The Holders of at least a majority in aggregate principal amount of the Notes Debentures of that series at the time outstanding, in each case, by notice to the Trustee, may rescind and cancel annul such declaration with respect to the Notes an acceleration and waive its consequences (i) if the rescission rescission, annulment and waiver would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to such series of Debentures have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) and a sum sufficient to the extent the payment of such interest is lawful, interest on overdue pay all matured installments of interest and overdue principal, which has become principal due otherwise than by acceleration has been deposited with the Trustee; provided that if the principal of a series of Debentures has been declared due and payable by the holders of the Trust Preferred Securities of a Trust, no rescission of acceleration will be effective unless consented to by the holders of at least a majority in aggregate liquidation preference of the Trust Preferred Securities of that Trust and further provided that should the Holders of such Debentures fail to rescind or annul such declaration and waive such default, the holders of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) a majority in the event aggregate liquidation preference of the cure or waiver Trust Preferred Securities of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofa Trust that holds such Debentures may make such rescission, the Trustee shall have received an Officers’ Certificate annulment and an Opinion of Counsel that such Event of Default has been cured or waivedwaiver. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSections 7.01(g) or (ih)) of Section 6.01 hereof shall occur and be continuing with respect to the Company) occurs and is continuingthis Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses Sections 7.01(g) or (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest interest, if any, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified described in clauses clause (h7) or (i) 8) of Section 6.01 hereof 6.1 with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 2530% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by written notice in writing to the Company and the Trustee (if given by Trustee, may declare the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of Section 6.1 shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; provided that any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction; and (3) there has been paid to or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee for reasonable expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoHolders.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs shall occur and for so long as it is continuing, : (a) the Trustee or the Holders of at least 25% in entire principal amount of the all Loans then outstanding Notes may declare from the principal of Borrower and all accrued and unpaid interest on all thereon; (b) an amount equal to the Notes maximum amount then available to be due and payable immediately by notice drawn under all unexpired Letters of Credit; and (c) all other Obligations outstanding hereunder, shall, at the option of the Agent in writing to accordance with Section 14.11 or upon the Company and request of a Majority of the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)Lenders, and the same shall become immediately due and payable upon written notice to that effect from the Agent to the Borrower, all without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrower); provided, however, that if any Insolvency Event shall occur and be continuing, the foregoing shall automatically become due and payable, in each case without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrower). If an Event In such event and if the Borrower does not immediately pay all such amounts upon receipt of Default specified such notice, either the Lenders (in clauses (haccordance with the proviso in Section 14.11(i)) or (i) the Agent on their behalf may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrower or any Material Subsidiary authorized or permitted by law for the recovery of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become indebtedness and be immediately due and payable without any declaration or other act on the part liabilities of the Trustee or any Holder. At any time after a declaration of acceleration with respect Borrower to the Notes as described in Lenders and proceed to exercise any and all rights hereunder and under the preceding paragraph, other Documents and no such remedy for the Holders of a majority in principal amount enforcement of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because rights of the acceleration, (iii) to the extent the payment Lenders shall be exclusive of or dependent on any other remedy but any one or more of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) remedies may from time to time be exercised independently or in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretocombination.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hd) or (ie) of Section 6.01 hereof with respect to the Company) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the outstanding Notes of all such series to be due and payable immediately (all such series voting together as a single class) by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes of such series (voting as a single class) may rescind and cancel such declaration with respect to the Notes of such series and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hd) or (ie) of Section 6.01 hereof, the Trustee shall have received an Officers’ Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. For all purposes under this Indenture, if a portion of the principal of any Discount Notes shall have been accelerated and declared or become 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 Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, 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 Discount Notes.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof 9.01 with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the outstanding Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section 9.01 with respect to the Company occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.1(a)(xii) or (iand Section 6.1(a)(xiii)) of Section 6.01 hereof occurs and is continuing with respect to the Company) occurs and is continuingNotes, the Trustee may and, at the direction or request of the Holders of not less than 25% of the then Outstanding aggregate principal amount of the Notes shall, by notice in writing to the Company, declare the principal amount of, and interest accrued on, the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable upon the date that such written notice is received by or on behalf of the Company; provided that the Trustee shall be under no obligation to take any action if any Event of Default specified in Section 6.1(a)(xi) has occurred unless first instructed to do so in writing by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableOutstanding Notes. If an Event of Default specified in clauses (hSection 6.1(a)(xii) or (iSection 6.1(a)(xiii) of Section 6.01 hereof occurs and is continuingwith respect to the Company, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration of acceleration with respect to the Notes as described set forth in the preceding paragraphSection 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, principal which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedadvances. No such rescission shall will affect any subsequent Default or impair any right consequent rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified with respect to any Principal Company or its Material Subsidiaries described in clauses paragraph (h) or (i) of Section 6.01 hereof with respect to 11 has occurred, all the CompanyLoans then outstanding shall automatically become immediately due and payable. (b) occurs If any Event of Default other than an Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, the Trustee Agent may, or at the Holders of at least 25% in principal amount request of the Required Lenders shall, by notice or notices to the Principal Companies, declare all the Loans then outstanding Notes may declare the principal of and accrued interest on all the Notes to be immediately due and payable immediately by notice in writing to the Company and the Trustee payable. (if given by the Holdersc) specifying the respective If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and that it is a “continuing, the Agent may at any time, or at the request of any holder or holders of Loans at the time outstanding affected by such Event of Default shall, by notice of acceleration” (or notices to the “Acceleration Notice”)Principal Companies, and declare all the same shall become Loans held by such Lender or Lenders to be immediately due and payable. If an Event of Default specified in clauses (h) Upon any Loans becoming due and payable under this Section 12.1, whether automatically or (i) of Section 6.01 hereof occurs by declaration, such Loans will forthwith mature and is continuing, then all the entire unpaid principal ofamount of such Loans, and premium, if any, and plus (x) all accrued and unpaid interest on thereon and (y) the Applicable Prepayment Premium determined in respect of such principal amount (to the full extent permitted by Applicable Law), shall all the outstanding Notes shall ipso facto become and be immediately due and payable in immediately available funds, in each and every case without presentment, demand, protest or further notice and without setoff, counterclaim or deduction of any declaration or other act on kind, all of which are hereby waived. Each Principal Company acknowledges, and the part parties hereto agree, that each Lender has the right to own its Loans free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than Applicable Prepayment Premium by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of that the cure Loans are prepaid or waiver are accelerated as a result of an Event of Default Default, is intended to provide compensation for the deprivation of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No right under such rescission shall affect any subsequent Default or impair any right consequent theretocircumstances.

Acceleration. If an Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(a)(7) or (i) of Section 6.01 hereof 8) with respect to the Companyan Issuer) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company Issuers (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses (hSection 6.01(a)(7) or (i) of Section 6.01 hereof 8) with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all to the outstanding date the Notes shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Issuers and the Trustee, may rescind and cancel annul such declaration and its consequences if: (a) the Issuers have paid or deposited with respect the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii4) to the extent the that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on overdue installments of interest and overdue principal, the Notes which has have become due otherwise than solely by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to immediately. Upon any such declaration, the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Notes shall become immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clauses clause (hj), (k) or (il) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Company or any Guarantor, all outstanding Notes as described in the preceding paragraph, the shall be due and payable immediately without further action or notice. The Holders of a majority in principal amount of the then outstanding Notes may rescind and cancel such declaration with respect by written notice to the Notes Trustee may on behalf of all of the Holders, rescind an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, that has have become due solely because of the such acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No If an Event of Default occurs, then, upon acceleration of the Notes, a premium equivalent to the premium that the Company would have had to pay if it had then elected to redeem the Notes pursuant to Section 3.07 hereof and the Notes shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding; provided, however, that such rescission premium payable as a result of an acceleration of the Notes shall affect be capped at an amount no greater than 10% of the aggregate principal amount (including, for the avoidance of doubt, any subsequent Default interest accreted as PIK Interest) of the Notes then outstanding, except that no such cap shall apply in connection with an acceleration of the Notes resulting from (x) a voluntary or impair intentional breach of the terms of the Notes or this Indenture with the purpose of avoiding the payment of the entire premium or (y) failure to pay the premium when due following any right consequent theretoelection to redeem the Notes pursuant to Section 3.07 hereof and the Notes. For the avoidance of doubt, such premium payable upon acceleration shall not become due and payable as a result of an acceleration that occurs on or before the six month anniversary of the Restructuring Effective Date or after the three-year anniversary of the Restructuring Effective Date.

Acceleration. (a) If an Event of Default with respect to the Notes at the time outstanding (other than an Event of Default specified in clauses (hSection 6.01(5) or (i6) of Section 6.01 hereof with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes by notice to the Company in writing (and to the Trustee, if given by Holders of the Notes) specifying the Event of Default, may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal amount of, and premium, if any, and accrued and unpaid interest to, but not including, the date of acceleration on all the outstanding Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of, premium, if any, and accrued and unpaid interest to, but not including, the date of such Event of Default on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration the principal of acceleration with respect to the Notes shall have been so declared due and payable (or shall have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences, and waive such Event of Default, if any and all Events of Default under this Indenture with respect to such Notes, other than the nonpayment of principal, premium, or interest on Notes and its consequences (i) if the rescission would that shall not conflict with any judgment or decreehave become due by their terms, (ii) if all existing Events of Default shall have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) as provided in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in clause (4) shall have occurred and be continuing (excluding any resulting payment default under this Indenture or the Notes), such declaration of acceleration shall be automatically annulled if (i) the default under the debt that is the subject of such Event of Default has been cured by the Company or the Subsidiary Guarantor or has been waived by the holders thereof or (ii) the holders of the debt that is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such debt, and written notice of such cure, waiver or rescission shall have been given to the Trustee by the Company and countersigned by the holders of such debt or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and no other Event of Default exists or has occurred during such 20-day period which has not been cured or waived during such period.

Acceleration. If an Event of Default with respect to Securities of any series at the time outstanding (other than an Event of Default specified in clauses clause (h5) or (i6) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities of that series by notice to the Company and the Trustee, may declare the principal of (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest on all the Notes then outstanding Securities of such series to be due and payable immediately by notice in writing to payable. Upon any such declaration, the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately amounts due and payablepayable on such Securities shall be due and payable immediately. If an Event of Default specified in clauses clause (h5) or (i6) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes such amounts shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article provided, the Holders of a majority in principal amount of the Notes then outstanding Securities of that series by written notice to the Trustee may rescind an acceleration and cancel such declaration its consequences (other than nonpayment of principal of or premium or interest on or Additional Amounts with respect to the Notes and its consequences (iSecurities) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to Securities of that series have been cured or waived waived, except nonpayment of principal principal, premium, interest or interest Additional Amounts that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (hSection 6.1(h) or (iSection 6.1(i) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee Collateral Agent or the Holders of at least 25% a majority in aggregate principal amount of the Convertible Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company Issuer (and to the Trustee (Collateral Agent if the notice is given by the Holders), may declare the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) specifying and the respective Event Specified Fees (in the case of Default any Administration Fees, to the extent then-earned)) to become and that it is shall automatically be immediately due and payable. Upon a “notice declaration of acceleration” , the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the “Acceleration Notice”), Make-Whole Amounts (if any) and the same shall Specified Fees (in the case of any Administration Fees, to the extent then-earned)) will become immediately due and payable. If an Event of Default specified in clauses (hSection 6.1(h) or Section 6.1(i) hereof occurs, the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (i) of Section 6.01 hereof occurs and is continuingincluding, then all unpaid principal of, and premium, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, and accrued and unpaid interest on all to the outstanding Notes shall ipso facto extent then-earned)) will become and be immediately due and payable without any declaration or other act on the part of the Trustee Collateral Agent or any Holder. At Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated or otherwise become due prior to their Stated Maturity Date (as defined in the Convertible Notes), in each case, as a result of an Event of Default (including, without limitation, an Event of Default under Section 6.1(h) or Section 6.1(i) hereof (including the acceleration of any time after a declaration portion of the Convertible Notes by operation of law)), the Applicable Redemption Amount shall be due and payable (including any Make-Whole Amounts and Specified Fees (in the case of any Administration Fees, to the extent then-earned)) as though the Convertible Notes had been optionally redeemed on the date of such acceleration and any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount shall constitute part of the Obligations with respect to the Convertible Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as described to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Redemption Amount becomes due and payable, it shall be deemed to be principal of the Convertible Notes, and interest shall accrue on the full principal amount of the Convertible Notes (including any such Make-Whole Amounts and Specified Fees (in the preceding case of any Administration Fees, to the extent then-earned) and any other premiums comprising the Applicable Redemption Amount) from and after the applicable triggering event, including in connection with an Event of Default specified under Section 6.1(h) or Section 6.1(i) hereof. Any such Make-Whole Amounts, Specified Fees and any other premiums comprising the Applicable Redemption Amount payable above shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Convertible Notes and the Issuer and the Guarantors to the extent they provide guarantees for the Obligations agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Convertible Notes or the Obligations are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING AMOUNTS IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Applicable Redemption Amount shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Applicable Redemption Amount; and (D) the Issuer and any Guarantor shall be estopped from claiming differently than as agreed to in this paragraph, . Each of the Issuer and the Guarantors expressly acknowledge that their agreement to pay the Applicable Redemption Amount to Holders as herein described was a material inducement to investors to acquire the Convertible Notes. The Holders of a majority in principal amount of the outstanding Convertible Notes by written notice to the Issuer and to the Collateral Agent may waive all past Defaults and rescind and cancel such annul a declaration with respect to the Notes of acceleration and its consequences if: (ix) all existing Events of Default, other than the nonpayment of the principal of, and interest and premium, if any, on, the Convertible Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (y) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretocompetent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified referred to in clauses (hSection 6.01(d) or (ie)) of Section 6.01 hereof occurs and is continuing with respect to the Company) occurs and is continuing, Notes then in every such case the Trustee or the Holders of at least 2530.0% in aggregate principal amount of all of the then outstanding Notes may declare the principal amount of and accrued interest and unpaid interest, if any, on all the 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) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in clauses (hSection 6.01(d) or (ie) shall occur, the principal amount (or specified amount) of Section 6.01 hereof occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration has been made with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration or acceleration and its consequences with respect to the Notes and its consequences if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to the Notes (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes, (iiib) the principal amount of the Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent the payment of such interest is lawfullawful and applicable, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) rate specified in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedNotes. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders) may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable immediately by immediately, which notice in writing to the Company and the Trustee (if given by the Holders) specifying shall specify the respective Event Events of Default and that it is a “"notice of acceleration” " (the “"Acceleration Notice”"), and upon proper delivery of the same Acceleration Notice, the entire principal amount of and accrued and unpaid interest and Additional Interest, if any, on the Notes (1) shall become immediately due and payable, or (2) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or 5 Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. If Notwithstanding the foregoing, if an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Company and the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration with respect to the Notes an acceleration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) if, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof, if the Trustee shall have received an Officers’ ' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in clauses (hSection 6.01(ix) or (i) of Section 6.01 hereof with respect to the Companyx) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of the then outstanding Notes may may, declare the principal of and accrued interest on all the Notes Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it such notice is a “notice of acceleration” acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. If In the case of an Event of Default specified in clauses (hSection 6.01(ix) or (ix) of Section 6.01 hereof occurs and is continuinghereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of notice by the Trustee or any Holderthe Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration with respect to the Notes and its consequences if: (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; (ii2) if all existing Defaults and Events of Default have been cured or waived except nonpayment non-payment of principal of or interest on the Notes that has become due solely because by such declaration of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue principal, payments of principal which has become due otherwise than by such declaration of acceleration, acceleration has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(ix) or (i) of Section 6.01 hereofx), the Trustee shall have has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall affect any subsequent Default or impair any right consequent theretoalso become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 8.1(5) or (i) of Section 6.01 hereof with respect to the Company6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of and accrued interest to the date of acceleration on all the Notes Securities then outstanding (if not then due and payable) to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clauses (hSection 8.1(5) or (i6) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on all the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration with respect to the Notes an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived except nonpayment waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities, (b) the principal of principal or interest that any Security which has become due solely because otherwise then by such declaration of the acceleration, and (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) if the Company has paid all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of under Section 6.01 hereof, the Trustee shall 9.7 have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the form of Security attached hereto as Exhibit A, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(8) or (i9) of Section 6.01 hereof above with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Supplemental Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of of, premium, if any, and accrued interest on all the 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) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses (hSection 6.01(8) or (i9) of Section 6.01 hereof above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders by appropriate judicial proceedings. (b) After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Supplemental Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedwaived as provided in this Supplemental Indenture. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default with respect to the Notes at the time outstanding (other than an Event of Default specified in clauses (hSection 6.01(5) or (i6) of Section 6.01 hereof with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes by notice to the Company in writing (and to the Trustee, if given by Holders of the Notes) specifying the Event of Default, may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal amount of, and premium, if any, and accrued and unpaid interest to, but not including, the date of acceleration on all the outstanding Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of, premium, if any, and accrued and unpaid interest to, but not including, the date of such Event of Default on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration the principal of acceleration with respect to the Notes shall have been so declared due and payable (or shall have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences, and waive such Event of Default, if any and all Events of Default under this Indenture with respect to such Notes, other than the nonpayment of principal, premium, or interest on Notes and its consequences (i) if the rescission would that shall not conflict with any judgment or decreehave become due by their terms, (ii) if all existing Events of Default shall have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) as provided in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default pursuant to clause (4) shall have occurred and be continuing , such declaration of acceleration shall be automatically annulled if (i) the default under the debt that is the subject of such Event of Default has been cured by the Company or the Subsidiary Guarantor or has been waived by the holders thereof or (ii) the holders of the debt that is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such debt, and written notice of such cure, waiver or rescission shall have been given to the Trustee by the Company and countersigned by the holders of such debt or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and no other Event of Default exists or has occurred during such 20-day period which has not been cured or waived during such period.

Acceleration. If (a) Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in clauses (hSection 6.01(h) or (iSection 6.01(i) of Section 6.01 hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company and the Trustee Trustee, may declare one hundred percent (if given by 100%) of the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)principal of, and accrued and unpaid interest on, all the same shall become Securities to be immediately due and payablepayable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in clauses (hSection 6.01(h) or Section 6.01(i) occurs with respect to the Company (iand not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration with respect to the Notes or annul an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the extent Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the payment Events of Default that were the subject of such interest is lawful, interest on overdue installments of interest acceleration shall cease to exist and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall deemed to have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretofor every purpose.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(g) or (ih)) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) the Trustee specifying the respective Event Events of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) ; provided, however, that after such acceleration but before a judgment or (i) of Section 6.01 hereof occurs and decree based on such acceleration is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all obtained by the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration if: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereofabove, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Company and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Acceleration. If an Event of Default specified in clause (vii) or (viii) of Section 8.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clauses clause (hvii) or (iviii) of Section 6.01 hereof 8.01 with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on (an “acceleration declaration”) all amounts owing under the Notes to be due and payable immediately by notice in writing to immediately. Upon such acceleration declaration, the Company and the Trustee (if given by the Holders) specifying the respective Event aggregate principal of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration: (i) if If the rescission would not conflict with any judgment or decree, ; (ii) if If all existing Events of Default have been cured or waived except nonpayment of principal or and interest that has become due solely because of the this acceleration, ; (iii) to To the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if If the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances and advances; and (v) in In the event of the a cure or waiver of an Event of Default of the type described set forth in clauses (hSection 8.01(vii) or (i) of Section 6.01 hereofviii), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in clauses (hSection 6.01(d) or (ie)) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes of that Series may declare the principal amount of and accrued interest and unpaid interest, if any, on all of the Notes of that Series to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in clauses (hSection 6.01(d) or (ie) shall occur, the principal amount (or specified amount) of Section 6.01 hereof occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to the Notes as described in the preceding paragraphany Series has been made, the Holders of a majority in principal amount of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to that Series (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes of such Series, (iiib) the principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent the payment of such interest is lawfullawful and applicable, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) rate specified in the event Notes of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedSeries. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (hd) or (ie) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of of, and any accrued interest on on, all the Notes to be Debentures of that series due and payable immediately, provided that in the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Preferred Securities of that Trust shall have the right to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable by delivering a notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableTrustee. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid the principal of, and premiumany accrued interest on, if any, and accrued and unpaid interest on all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind Debentures of that series shall have been so declared due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe moneys due shall have been obtained or entered as hereinafter provided, interest on overdue the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debentures of that series and overdue principalthe principal of and premium, if any, on all Debentures of that series which has shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.04, then and in every such case the Holders of at least a majority in aggregate principal amount of the Debentures of that series then outstanding (subject to, in the case of any series of Debentures held as assets of a Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such Trust as may be required under the Declaration of Trust of such Trust), by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences with respect to that series of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No Debentures; but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clauses clause (h5) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i6) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, then the Trustee by notice in writing to the Company or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable. Upon any Holdersuch declaration, the Notes shall become due and payable immediately. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (ia) if the rescission would not conflict with any judgment or decree, ; (iib) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (ivd) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (ve) in the event of the cure or waiver of an Event of Default of the type described specified in clauses clause (h5) or (i6) of Section 6.01 hereof, ; provided that the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Upon the happening of any Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(e) or (if) of Section 6.01 hereof with respect to the Company) occurs and is continuing), the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company Trustee and the Trustee (if given by the Holders) Company, in each case specifying the respective Event of Default and that it is a “"notice of acceleration” (", may declare the “Acceleration Notice”)Accreted Value of all of the Securities to be due and payable immediately, and upon which declaration, all amounts payable in respect of the same Securities shall become immediately due and payable, notwithstanding anything contained in the Securities or this Indenture to the contrary. If an Event of Default specified in clauses (hSection 6.01(e) or (if) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes such amount shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of Securities. At any time after a declaration of acceleration with respect to the Notes Securities as described in the preceding paragraph, but before a judgment or decree of money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount at maturity of the Notes Securities then outstanding, by written notice to the Company and the Trustee, may rescind and cancel such declaration with respect to the Notes and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) if all sums paid or advanced by the rescission would not conflict with any judgment or decreeTrustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) interest, if all existing Events any, at the rate of Default have been cured or waived except nonpayment of principal or interest 15% per annum that has become due solely because accrued on the Accreted Value of all Securities from the accelerationdate of such declaration to the date of such payment or deposit with the Trustee, (iii) to the extent the payment Accreted Value of such interest is lawful, interest on overdue installments of interest and overdue principal, any Securities which has have become due otherwise than by such declaration of acceleration, has been paid, and (iv) to the extent that payment of such interest is lawful, interest, if any, at the Company rate of 15% per annum that has paid accrued on the Trustee its reasonable compensation and reimbursed Accreted Value of any Securities which have become due otherwise than by such declaration of acceleration; (b) the Trustee for its expenses, disbursements and advances rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (vc) in all Events of Default, other than the event non-payment of principal of, and interest, if any, on the cure or waiver Securities that have become due solely by such declaration of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofacceleration, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (hf), (g), (j) or (ik) of Section 6.01 hereof with respect to the Company6.01) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Debt Securities of any series may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities of such series shall, declare the principal of and of, premium, if any, accrued interest and any other amounts (including, Additional Amounts, if any), on all the Notes Debt Securities of such series to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clauses clause (hf), (g), (j) or (ik) of Section 6.01 hereof 7.01 occurs and is continuing, then all unpaid the principal of, and premium, if any, accrued interest and accrued and unpaid interest any other amounts on all the outstanding Notes Debt Securities shall ipso facto automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after . (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphof Debt Securities of any series, the Holders of a majority in aggregate principal amount of outstanding Debt Securities of such series may, by notice to the Notes may Trustee, rescind and cancel such declaration of acceleration if all existing Events of Default with respect to the Notes Debt Securities of such series have been cured or waived, other than nonpayment of principal of, premium, if any, and its consequences (i) accrued interest on the Debt Securities of such series, that has become due solely as a result of the acceleration thereof, and if the rescission of acceleration would not conflict with any judgment or decree, . Past defaults under this Indenture (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent a default in the payment of such interest is lawfulthe principal of, premium, if any, or interest on overdue installments the Debt Securities of interest and overdue principal, any series issued hereunder or in respect of a covenant or provision which has become due otherwise than by such declaration cannot be modified or amended without the consent of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event all Holders of the cure or waiver Debt Securities of an Event such series) may be waived by the Holders of Default a majority in aggregate principal amount of the type described in clauses (h) or (i) outstanding Debt Securities of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoseries.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the CompanyIssuer specified in Section 6.01(j)) occurs and is continuing, then and in every such case (i) the Trustee Trustee, by written notice to the Issuer, or (ii) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Notes, by written notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare all of the unpaid principal of of, and accrued interest Interest, on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)payable. Upon such declaration such principal amount, and the same Interest, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Notes to the contrary, but subject to the provisions of Article XI hereof. If an the Event of Default with respect to the Issuer specified in clauses (hSection 6.01(j) or (i) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premiumInterest on, if any, and accrued and unpaid interest on all the Notes then outstanding Notes shall ipso facto become and be immediately automatically due and payable payable, subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holder. At . (b) Notwithstanding any time after a declaration other provision in this Article VI, if an Event of acceleration with respect Default occurs arising out of the Issuer’s breach of its obligation to file or furnish reports or other financial information as required under Section 4.02 of this Indenture, the Issuer may elect to pay Additional Interest on the Notes as described in the preceding paragraphsole remedy for such Event of Default, and the Trustee and the Holders of a majority in principal amount will not have any right under this Indenture to accelerate the maturity of the Notes may rescind and cancel as a result of any such declaration with respect Event of Default, except as provided below. If elected, the Issuer shall pay Additional Interest to all Holders at a rate equal to 0.50% per annum through the 180th day after the occurrence of such Event of Default (which shall be the 135th day after the end of the 45-day grace period set forth in Section 6.01(g)), or such earlier date on which the Event of Default relating to the Notes and its consequences reporting obligations referred to in this Section 6.02(b) shall have been cured or waived. On the 181st day, such Additional Interest will cease to accrue (i) or earlier, if the rescission would not conflict with any judgment or decree, (ii) if all existing Events Event of Default relating to the reporting obligations referred to in this Section 6.02(b) shall have been cured or waived except nonpayment prior to such 181st day) and, if the Event of principal or interest that has become due solely because Default is continuing on such 181st day, the Notes will be subject to acceleration as provided in Section 6.02(a). The provisions of this Section 6.02(b) will not affect the rights of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) Holders in the event of the cure or waiver occurrence of any other Event of Default, and are separate and distinct from, and in addition to, the obligation of the Issuer to increase the interest rate of, and the amount of Interest payable on, the Notes pursuant to Section 4.09, except as otherwise provided therein. Any Additional Interest paid pursuant to this Section 6.02(b) will be payable at the times and in the manner provided for the payment of regular Interest on the Notes. In order to elect to pay Additional Interest on the Notes as the sole remedy during the first 180 days after the occurrence of an Event of Default of relating to the type described failure to comply with reporting obligations in clauses (h) or (i) of accordance with this Section 6.01 hereof6.02(b), the Issuer must notify all Holders and the Trustee shall have received an Officers’ Certificate and an Opinion Paying Agent of Counsel that such election on or before the close of business on the fifth Business Day after the date on which such Event of Default has been cured first occurs. If the Issuer fails to timely give such notice, does not pay such Additional Interest or waived. No elects not to pay such rescission shall affect any subsequent Default or impair any right consequent theretoAdditional Interest, the Notes will be immediately subject to acceleration as provided in Section 6.02(a).

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (hd) or (ie) of Section 6.01 hereof with respect to the Company) 6.1 occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of of, and any accrued interest on on, all the Notes to be Debentures of that series due and payable immediately by notice to the Company (and to the Trustee if given by Holders); provided that in writing the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Capital Securities of that Trust shall have such right by a notice to the Company and the Trustee (if given by the Holders) specifying the respective Event Trustee. Upon any such declaration such series of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Debentures shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof occurs and is continuing6.1 occurs, then all unpaid the principal of, and premiumany accrued interest on, if any, and accrued and unpaid interest on all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind Debentures of that series shall have been so declared due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulthe moneys due shall have been obtained or entered as hereinafter provided, interest on overdue the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debentures of that series and overdue principalthe principal of and premium, if any, on all Debentures of that series which has shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on or otherwise prescribed therefor in the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.7, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.4, then and in every such case the Holders of at least a majority in aggregate principal amount of the Debentures of that series then outstanding, by written notice to the Company and to the Trustee, may on behalf of all of the Holders of such series of Debentures rescind and annul such declaration and its consequences with respect to that series of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No Debentures; but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities and five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances, and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the Company New Credit Facility, upon a declaration of acceleration by the holders of the Notes or the Trustee, all principal and interest under this Indenture shall be due and payable upon the earlier of (x) the day five Business Days after the provision to the Company, the Credit Agent and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “such written notice of acceleration” acceleration or (y) the “Acceleration Notice”)date of acceleration of any Indebtedness under the New Credit Facility; and provided, and further, that in the same shall become immediately due and payable. If event of an acceleration based upon an Event of Default specified set forth in clauses clause (hvi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default as described in (iviii) and (ix) of Section 6.01 hereof occurs and is continuing6.1 hereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.7(a) hereof, an equivalent premium shall ipso facto also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent permitted by law upon the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described Company with the intention of avoiding the prohibition on redemption of the Notes prior to March 15, 2003, then the amount payable in clauses (h) or (i) respect of Section 6.01 hereofsuch Notes for purposes of this paragraph for each of the twelve-month periods beginning on March 15 of the years indicated below shall be set forth below, expressed as percentages of the Trustee shall have received an Officers’ Certificate principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and an Opinion unpaid interest and Liquidated Damages, if any, to the date of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.payment: Year Percentage ---- ---------- 1998............................................109.250% 1999............................................108.325% 2000............................................107.400% 2001............................................106.475% 2002............................................105.550%

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 7.01(k) or (il) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company and the Trustee, or the Holders holders of at least 25% in principal amount of the outstanding Notes then outstanding Notes hereunder determined in accordance with Section 9.04 by notice to the Company, may declare the principal of and accrued interest but unpaid Interest on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same interest shall become immediately be due and payablepayable immediately. If an Event of Default specified in clauses (hSection 7.01(k) or (il) with respect to the Company occurs, the principal of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest Interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. At This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a declaration sum sufficient to pay all matured installments of Interest upon all Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration (with respect interest on overdue installments of Interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the Notes, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 8.07, and if any and all defaults under this Indenture, other than the nonpayment of principal of and accrued Interest on Notes as described which shall have become due by acceleration, shall have been cured or waived pursuant to Section 7.05, then and in every such case the preceding paragraph, the Holders holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration with respect then outstanding, by written notice to the Notes Company and its consequences (i) if to the rescission would not conflict with any judgment Trustee, may waive all defaults or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by rescind and annul such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee and its reasonable compensation consequences; but no such waiver or rescission and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure annulment shall extend to or waiver of an shall affect any subsequent default or Event of Default of the type described in clauses (h) Default, or (i) of Section 6.01 hereof, shall impair any right consequent thereon. In case the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair proceeded to enforce any right consequent theretounder this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the holders of Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the holders of Notes, and the Trustee shall continue as though no such proceeding had been taken.

Acceleration. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses (hSections 6.01(a)(ix) or (i) of Section 6.01 hereof with respect to the Companyand 6.01(a)(x)) occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing immediately. In the event a declaration of acceleration of the Notes pursuant to the Company and the Trustee (if given by the HoldersSection 6.01(a)(v) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs has occurred and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding declaration of acceleration of the Notes shall ipso facto become and be immediately due and payable without any declaration automatically annulled if the event of default or other act on payment default triggering such Event of Default pursuant to Section 6.01(a)(v) shall be remedied or cured, or waived by the part Holders of the Trustee relevant Indebtedness, or any Holder. At any time the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after a the declaration of acceleration with respect to thereto and if the Notes as described in annulment of the preceding paragraph, the Holders of a majority in principal amount acceleration of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction. (iib) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of In the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver case of an Event of Default arising under Sections 6.01(a)(ix) and 6.01(a)(x), with respect to the Issuer or any of its Subsidiaries that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. (c) Subject to the type described provisions of Article Seven, in clauses (h) or (i) case an Event of Section 6.01 hereofDefault occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders of Notes unless such Holders have received an Officersoffered to the Trustee indemnity or security satisfactory to the Trustee against any losses, liabilities and expenses (including, without limitation, attorneys’ Certificate fees and an Opinion expenses). (d) Within 30 days of Counsel that such the occurrence of any Default or Event of Default has been cured or waived. No Default, the Issuer is required to deliver to the Trustee a statement specifying such rescission shall affect any subsequent Default or impair any right consequent theretoEvent of Default.

Acceleration. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses (hSection 6.01(a)(xi) or (ixii) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may, and the Trustee, upon the written request of such Holders, shall, declare the principal of amount of, premium, if any, and any Additional Amounts and accrued interest on all of the outstanding Notes immediately due and payable, and upon any such declaration all such principal amounts payable in respect of the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. . (b) If an Event of Default specified in clauses (hSection 6.01(a)(xi) or (ixii) of Section 6.01 hereof above occurs and is continuing, then all unpaid the principal of, and premium, if any, and Additional Amounts and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (c) At any time after a declaration of acceleration with respect to under this Indenture, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the Notes outstanding Notes, by written notice to the Issuer and the Trustee, may rescind and cancel such declaration with respect to the Notes of acceleration and its consequences if: (i) if the rescission would not conflict Issuer has paid or deposited with any judgment or decree, the Trustee a sum sufficient to pay: (iiA) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalAdditional Amounts, which if any, on all Notes then outstanding; (B) all unpaid principal of and premium, if any, on any outstanding Notes that has become due otherwise than by such declaration of acceleration, has been paidand interest thereon at the rate borne by the Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes; and (ivD) if the Company has all sums paid or advanced by the Trustee its reasonable compensation under this Indenture and reimbursed the Trustee for its properly incurred compensation, expenses, disbursements and advances and (v) in the event of the cure Trustee, its agents and counsel; (ii) the rescission would not conflict with any judgment or waiver decree of an Event a court of Default competent jurisdiction; and (iii) all Events of Default, other than the type described in clauses (h) or (i) non-payment of Section 6.01 hereofamounts of principal of, premium, if any, and any Additional Amounts and interest on the Trustee shall Notes that have received an Officers’ Certificate and an Opinion become due solely by such declaration of Counsel that such Event of Default has acceleration, have been cured or waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (h3) or (i4) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Notes may declare the principal of and accrued interest on all the Notes Debentures of that series due and payable; provided that in the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series have, failed to declare the principal of the Debentures of that series to be immediately due and payable immediately payable, the holders of at least 25% in aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust shall have such right by a notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableTrustee. If an Event of Default specified in clauses clause (h3) or (i4) of Section 6.01 hereof occurs occurs, the principal of and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderDebentureholders. At any time after a declaration of acceleration Upon such an acceleration, such principal, together with respect to the Notes as described in the preceding paragraphall interest accrued thereon, the shall be due and payable immediately. (b) The Holders of at least a majority in aggregate principal amount of the Notes Debentures of that series at the time outstanding, in each case, by notice to the Trustee, may rescind and cancel annul such declaration with respect to the Notes an acceleration and waive its consequences (i) if the rescission rescission, annulment and waiver would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to such series of Debentures have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) and a sum sufficient to the extent the payment of such interest is lawful, interest on overdue pay all matured installments of interest and overdue principal, which has become principal due otherwise than by acceleration has been deposited with the Trustee; provided that if the principal of a series of Debentures has been declared due and payable by the holders of the Trust Preferred Securities of a Trust, no rescission of acceleration will be effective unless consented to by the holders of at least a majority in aggregate liquidation preference of the Trust Preferred Securities of that Trust and further provided that should the Holders of such Debentures fail to rescind or annul such declaration and waive such default, the holders of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) a majority in the event aggregate liquidation preference of the cure or waiver Trust Preferred Securities of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofa Trust that holds such Debentures may make such rescission, the Trustee shall have received an Officers’ Certificate annulment and an Opinion of Counsel that such Event of Default has been cured or waived39 waiver. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(g) or (ih)) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) the Trustee specifying the respective Event Events of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) ; provided, however, that after such acceleration but before a judgment or (i) of Section 6.01 hereof occurs and decree based on such acceleration is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all obtained by the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration if (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereofabove, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Company and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder, the Commitments and the obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent or any Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Administrative Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account, an Event amount (the “Collateral Shortfall Amount”) equal to the excess, if any, of: (A) 100% of Default the sum of the aggregate maximum amount remaining available to be drawn under the Facility Letters of Credit requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties (other than an Event the Administrative Agent and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (b) If any Default specified occurs and is continuing (other than a Default described in clauses (h) Section 7.6 or 7.7, and subject to Section 4.6), (i) the Required Lenders may terminate or suspend the obligations of Section 6.01 hereof with respect the Lenders to the Company) occurs and is continuingmake Loans, the Trustee or Commitments and the Holders of at least 25% in principal amount obligation of the then outstanding Notes may Issuers to issue Facility Letters of Credit hereunder, or declare the principal of and accrued interest on all the Notes Obligations to be due and payable immediately by notice in writing to the Company and the Trustee payable, or both, whereupon (if given by so declared) the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and (ii) the Required Lenders may, upon notice delivered to the Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on each such Borrower to deliver (and each such Borrower will, forthwith upon demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount payable by such Borrower. (c) If at any time while any Default is continuing or the Revolving Termination Date has occurred, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent as additional funds to be deposited and held in the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Administrative Agent may at any time or from time to time after funds are deposited in the Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and any other amounts as shall from time to time have become due and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. If an Event After all of Default specified the Obligations have been indefeasibly paid in clauses full (hother than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) or (i) upon the request of Section 6.01 hereof occurs the Company if no Default has occurred and is continuing, then all unpaid principal any funds remaining in the Letter of Credit Collateral Account shall be returned by the Administrative Agent to the applicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such funds. Notwithstanding the foregoing, during any period during which solely a Financial Covenant Default has occurred and is continuing, the Administrative Agent may with the consent of, and premiumshall at the request of, if anythe Required TLA/RC Lenders (but subject to Section 4.6) take any of the foregoing actions described in paragraphs (a), (b), (c) and (d) above, solely as they relate to the Revolving Credit Lenders and Term A Lenders (versus the Lenders), the Revolving Credit Commitments and Term A Commitments (versus the Commitments), the Revolving Credit Loans, the Swing Loans and the Term A Loans (versus the Loans), and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part Letters of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoCredit.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (h6) or (i7) of Section 6.01 hereof with respect to any of the CompanyIssuers or any Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2525.0% in principal amount of the then total outstanding Notes may may, by written notice to the Issuers, declare the principal of and accrued interest on all the then outstanding Notes to be due and payable immediately by notice immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in writing clauses (6) or (7) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Company and payment of all amounts that would have been due upon redemption of the Trustee Notes if the Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium (if given by calculated as though such date were the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the same rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall become immediately due and payablehave no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interests of the Holders. If Notwithstanding the foregoing, in the case of an Event of Default specified in clauses arising under clause (h6) or (i7) of Section 6.01 hereof occurs with respect to any of the Issuers or any of the Guarantors, all outstanding Notes shall be due and is continuing, then all unpaid principal ofpayable immediately without further action or notice, and premiumHolders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (6) or (7) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if anythe Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable interest, if any, to, such time, without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect prejudice to the Notes as described in rights of such Holders to receive any further accrued and unpaid interest from such date to the preceding paragraph, the date of payment. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind and cancel such declaration any acceleration with respect to the Notes and its consequences (i) if the such rescission would not conflict with any judgment or decree, (ii) of a court of competent jurisdiction and if all existing Events of Default have been cured (except a continuing Default in the payment of interest on, premium, if any, or waived except nonpayment the principal of principal or interest any Note held by a non-consenting Holder that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in clauses (hSection 5.01(g) or (i) of Section 6.01 hereof with respect to the Company) occurs ), unless the principal of all of the Debentures shall have already become due and is continuingpayable (or waived), either the Trustee or the Holders holders of at least 25% in principal amount aggregate Original Principal Amount of the Debentures then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, determined in accordance with Section 7.04, by notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may declare 100% of the Adjusted Principal Amount of, accrued and unpaid interest (including Additional Interest) on, and any unpaid Additional Distributions with respect to, all the Debentures to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Debentures to the contrary. If an Event of Default specified in clauses (hSection 5.01(g) or (i) with respect to the Company occurs, the Adjusted Principal Amount of Section 6.01 hereof occurs and is continuingall the Debentures, then all unpaid principal of, and premium, if any, and any accrued and unpaid interest on all (including Additional Interest) thereon and any unpaid Additional Distributions with respect to the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder. At Upon any such acceleration of the principal of the Debentures, the amount payable for each Debenture shall be determined in the same manner as the amount payable at Stated Maturity, in accordance with Section 2.03. The provisions of this Section 5.02 are subject to the condition that if, at any time after a declaration of acceleration the principal of, any unpaid interest on and any unpaid Additional Distributions with respect to the Notes Debentures shall have been so declared due and payable or become automatically due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders Company shall pay or shall deposit with the Trustee a sum sufficient to pay all installments of a majority in principal amount accrued and unpaid interest (including Additional Interest) and of any unpaid Additional Distributions then due on all Debentures and any Adjusted Principal Amount of the Notes may rescind and cancel such declaration with respect Debentures that shall have become due otherwise than by acceleration, as well as amounts due to the Notes Trustee pursuant to Section 6.06, and its consequences if (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction and (ii2) if any and all existing Events of Default under this Indenture, other than the nonpayment of principal of, accrued and unpaid interest (including Additional Interest) on, and any unpaid Additional Distributions that shall have become due solely by reason of such acceleration, shall have been cured or waived except nonpayment pursuant to Section 5.09, then, and in every such case, the holders of principal or interest that has become due solely because not less than a majority in aggregate Original Principal Amount of the accelerationDebentures then outstanding, (iii) by written notice to the extent Company and to the payment Trustee, may waive all Defaults or Events of such interest is lawful, interest on overdue installments of interest Default with respect to the Debentures and overdue principal, which has become due otherwise than by rescind and annul such declaration of accelerationand its consequences and such Default shall cease to exist, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an any Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee arising therefrom shall be deemed to have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured for every purpose of this Indenture; but no such waiver or waived. No such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hf) or and (ig) of this Section 6.01 hereof with respect to the CompanyIssuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all the such Notes to be due and payable immediately by notice in writing to the Company Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default specified in clauses (hf) or and (ig) of Section 6.01 hereof above with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes outstanding by notice to the Trustee may rescind and cancel such declaration with respect to the Notes an acceleration and its consequences if: (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hf) or and (ig) of Section 6.01 hereof6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders of such Indebtedness have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (hSection 6.01(a)(5) or (i) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, continuing the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under this Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest interest, including Additional Amounts, if any, on all the outstanding Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(4) has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(a)(5) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoHolders.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clauses clause (h5) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i6) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 30% in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the principal of and accrued interest on all the Notes to be due and payable, which notice must also specify that it is a “notice of acceleration.” Upon any Holdersuch declaration of acceleration, the Notes will become immediately due and payable. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (ia) if the rescission would not conflict with any judgment or decree, ; (iib) if all existing Events of Default have been cured or waived except nonpayment non-payment of principal or interest that has become due solely because of the acceleration, ; (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (ivd) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all amounts it is owed under this Indenture; and (ve) in the event of the cure or waiver of an Event of Default of the type described specified in clauses clause (h) or (i4) of Section 6.01 hereof, ; provided that the Trustee shall have received an Officers’ Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof 8) with respect to the Company) occurs and is continuing, and has not been waived pursuant to Section 6.04, then the Trustee Trustee, by written notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration” (the “Acceleration Notice”)". Upon any such declaration, and the same such amount shall become be immediately due and payable. payable provided, however, that for so long as the Credit Facility remains in effect, such declaration shall not become effective until the earlier of (i) five Business Days following delivery of notice to the Senior Credit Facility Representative of the intention to accelerate the Notes or (ii) the acceleration of any Indebtedness under the Credit Facility. (b) If an Event of Default specified in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof 8) relating to the Company occurs and is continuingcontinuing with respect to the Company, then all unpaid the principal of, of and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders. (c) The Holders of a majority in principal amount of the Notes may may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration with respect to the Notes an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (viv) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof6.01(8), the Trustee shall have received an Officers’ ' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Subject to the rights of the Bond Insurer set forth in Section 10.03 and Section 12.04, upon the occurrence and continuance of any Event of Default described in clause (other than an Event of Default specified in clauses a), (b), (c), (d), (e), (h) or (i) of Section 6.01 hereof the preceding paragraph and further upon the condition that if any First Mortgage Bonds shall have been delivered, all first mortgage bonds outstanding under the First Mortgage shall have become immediately due and payable in accordance with respect to the Company) occurs and is continuingterms of the First Mortgage, the Trustee or may, and at the Holders written request of at least Bondholders of not less than 25% in principal amount of the Bonds then outstanding Notes may declare shall, by written notice to the principal of Authority and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and declare the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become Bonds to be immediately due and payable. If , whereupon, and upon the occurrence of an Event of Default as specified in clauses clause (hf) or (ig) of Section 6.01 hereof occurs and is continuingthe preceding paragraph without any further notice or action by the Trustee or the Authority, then all unpaid principal ofthe Bonds shall, and premiumwithout further action, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without payable, any declaration provisions hereof or other act on the part of Bonds to the contrary notwithstanding, and the Trustee or any Holder. At any time after a declaration shall give notice of acceleration with respect to the Notes as described in Authority, and shall give notice thereof by mail to the Bondholders. The provisions of the preceding paragraph, however, are subject to the Holders of a majority in condition that if, after the principal amount of the Notes may rescind Bonds shall have been so declared to be due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent decree for the payment of such interest is lawfulmoneys due shall have been obtained or entered as hereinafter provided, interest on overdue the Company or the Authority shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Bonds and overdue principal, the principal of any and all Bonds which has shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of accelerationinterest, has been paid, (ivat the rate per annum specified herein) if the Company has paid the Trustee its and such amounts as shall be sufficient to cover reasonable compensation and reimbursed reimbursement of expenses payable to the Trustee for its expensesand any paying agent, disbursements tender agent and advances registrar, and (v) in the event all Events of Default hereunder other than nonpayment of the cure or waiver principal of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee Bonds which shall have received an Officers’ Certificate and an Opinion of Counsel that become due by said declaration shall have been remedied, then, in every such case, such Event of Default has been cured shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or waived. No annulment to the Authority and the Company, and shall give notice thereof to the Bondholders; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent theretothereon; provided, however, that if any First Mortgage Bonds shall have been delivered in connection with the Bonds, any waiver of “default” under the First Mortgage and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under this Agreement and a rescission and annulment of the consequences thereof, and the Trustee shall promptly give written notice of such waiver, rescission and annulment to the Authority and the Company, and notice to the Bondholders in the same manner as a notice of redemption under Section 4.04; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or Event of Default or impair any right or remedy consequent thereon.

Acceleration. If Notwithstanding the vesting schedules of the Initial Option and any Additional Options, upon an Acceleration Event (as defined below), the vesting schedule of Default (other than an Event of Default specified the Initial Option and any Additional Options shall be accelerated in clauses (h) or (i) of Section 6.01 hereof full and the Initial Option and any Additional Options shall be immediately exercisable with respect to the Companyfull number of Initial Shares and Additional Shares, respectively. An “Acceleration Event” means, regardless of form thereof, consummation of (a) occurs and is continuing, the Trustee sale of all or the Holders of at least 25% in principal amount substantially all of the then outstanding Notes may declare the principal assets of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company Entities on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation in which the outstanding shares of capital stock of the Ultimate Corporate Parent are converted into or exchanged for securities of the successor entity and the Trustee holders of the Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (if given by c) the Holderssale of all or a majority of the outstanding capital stock of the Ultimate Corporate Parent in a single transaction or series of related transactions to an unrelated person or entity, (d) specifying any other transaction in which the respective Event owners of Default and that it is the Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a “notice majority of acceleration” the outstanding voting power of the successor entity immediately upon completion of the transaction (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type events described in clauses (ha) through (d), a “Sale”) or (e) an IPO in connection with which (i) the Director ceases to serve as the Chairman of Section 6.01 hereofthe Ultimate Corporate Parent Board (or, in the Trustee shall have received event that the Restructuring has not been completed, of the LLC Parent Board or its successor entity) and (ii) the Ultimate Corporate Parent (or the LLC Parent or its successor entity) does not offer to engage the Director as an Officers’ Certificate advisor through the date that is four (4) full years after the Vesting Commencement Date on fair and an Opinion of Counsel that reasonable terms and in a manner that, if Director were to accept such Event of Default has been cured or waived. No such rescission shall affect offer, would result in the Initial Option and any subsequent Default or impair any right consequent theretoAdditional Options continuing to vest following the Director ceasing to serve as Chairman.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (hSection 6.01(a)(6) or (i) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, continuing the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under this Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest interest, including Additional Amounts, if any, on all the outstanding Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(a)(6) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoHolders.

Acceleration. If an Event of Default (other than an Event of Default specified described in clauses clause (h) or (i7) of Section 6.01 hereof with respect to the Company6.1) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders holders of at least 25% in principal amount of the then outstanding Notes may by notice to the Issuer and the Trustee, may, and the Trustee at the written request of such holders shall, declare the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal, premium and the Trustee (if given by the Holders) specifying the respective Event of Default accrued and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately unpaid interest will be due and payablepayable immediately. If In the event of a declaration of acceleration of the Notes because an Event of Default specified described in clauses clause (h) or (i6) of Section 6.01 hereof occurs 6.1 has occurred and is continuing, then the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all unpaid existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If (i) an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing or (ii) pursuant to the terms of the Existing Intercreditor Agreement, any indebtedness that is a beneficiary of the Existing Intercreditor Agreement and which is secured on a prior basis to the Notes delivers an Enforcement Notice (as defined in the Existing Intercreditor Agreement) to the Trustee pursuant to the terms of the Existing Intercreditor Agreement, in each case, the principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoholders.

Acceleration. (a) If an Event of Default specified in paragraph (f) or (g) of Section 7.1 shall occur with respect to the Borrower, automatically all Loan Commitments shall immediately terminate and all Loans (with accrued interest thereon) and all other amounts owing under the Financing Documents shall immediately become due and payable. (b) If any Event of Default (other than an Event of Default specified referred to in clauses Section 7.2(a)) shall occur, then the Administrative Agent (hacting at the direction of the Required Lenders) or (i) of Section 6.01 hereof with respect may by notice to the CompanyBorrower either (A) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of Loan Commitments to be terminated, whereupon all Loan Commitments shall immediately terminate and/or (B) declare the Loans, all accrued and accrued unpaid interest on thereon and all other amounts owing to the Notes Lenders under the Financing Documents to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)payable, and whereupon the same shall become immediately due and payable. If an . (c) Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices and other formalities of any kind are hereby expressly waived by the Borrower. (d) Notwithstanding the foregoing, prior to the exercise of remedies by the Administrative Agent, Borrower shall have the option, exercisable upon written notice to the Administrative Agent, with respect to any Event of Default specified in clauses affecting up to [***] of the Portfolio (hthe “Affected Portion”) or (i) to cure such Event of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Default by removing the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the Systems part of such Affected Portion and severing the Trustee or any Holder. At any time after Systems in the Affected Portion from the Portfolio by effectuating a declaration buydown of acceleration with respect to the Notes Loan Facilities as described in this Section 7.2(d). In order to avail itself of the preceding paragraphbuydown set forth in this Section 7.2(d), the Holders Borrower shall re-calculate the size of a majority the Loan Facilities under the Downside Sizing Case Projections (in consultation with the Independent Engineer) by reducing the project-capacity assumption therein to the capacity of the Systems not affected by the Event of Default and otherwise changing no other assumptions in the Downside Sizing Case Projections, which Updated Downside Sizing Case Projections shall be confirmed by the Independent Engineer. Any amount by which, after such review and approval, the then outstanding aggregate principal amount of the Notes may rescind and cancel such declaration with respect to Loans exceeds the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of revised total principal or interest that has become due solely because amount of the accelerationLoans needed to achieve a Debt Service Coverage Ratio of [***] through the Final Maturity Date based such Updated Downside Sizing Case Projections, (iii) to is the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an “Event of Default of the type described in clauses (h) or (i) of Buydown Amount.” The Borrower shall prepay, pursuant to Section 6.01 hereof2.12, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedBuydown Amount within thirty (30) days unless the Required Lenders within five (5) Business Days of receipt thereof (in consultation with the Independent Engineer) object in writing to the Borrower’s re-calculation and, as soon as reasonably practicable with such prepayment, transfer the Affected Portion of the Portfolio to another Person. No such rescission shall affect any subsequent Default or impair any right consequent thereto.[***] Confidential Treatment Requested

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified one relating to the matters referred to in clauses (hSection 7.1(v) or (i) vi), in which case, the principal of Section 6.01 hereof with respect to the Company) occurs all Outstanding Notes shall become due and is continuingpayable immediately), then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal amount of and accrued interest on all of the Outstanding Notes to be due and payable immediately immediately, together with accrued and unpaid interest, Additional Amounts, if any, accrued to the date of repayment by a notice in writing to the Company and the Guarantor (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same upon any such declaration, such principal amount and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to the Notes subject to such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or the Holders as described hereinafter in the preceding paragraphthis Article provided, the Holders of a majority in aggregate principal amount of the Notes Outstanding Notes, by written notice to the Company, the Guarantor and the Trustee, may rescind and cancel annul such declaration with respect to the Notes of acceleration and its consequences if: (a) the Company or the Guarantor has irrevocably paid or deposited with the Trustee a sum sufficient to pay: (i) if the rescission would not conflict with any judgment or decree, all overdue interest on all Notes subject to such declaration of acceleration, (ii) if the principal of all existing Events Notes subject to such declaration of Default have been cured or waived except nonpayment of principal or interest that has acceleration which become due solely because otherwise than by such declaration of acceleration and any interest thereon at the acceleration, rate or rates prescribed therefor in such Notes, (iii) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate or rates therefor in the Notes subject to such declaration of interest acceleration, and (iv) all sums paid or advanced by the Trustee hereunder and overdue principalthe reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 8.7; and (b) all Events of Default with respect to Notes subject to such declaration of acceleration, other than the non-payment of the principal of Notes subject to such declaration of acceleration which has become due otherwise than solely by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretowaived as provided in Section 7.4.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof with respect to the Company6.01) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately Outstanding, by written notice in writing to the Company (and to the Trustee (if such notice is given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may, and the same shall become immediately due and payable. If an Event Trustee at the request of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuingsuch Holders shall, then all unpaid declare the principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. (b) If an Event of Default specified in clause (7) or (8) above occurs with respect to the Company or any Restricted Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding Notes shall ipso facto automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration with respect to the Notes of acceleration and its consequences if (ix) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived (y) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, and (iiz) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid to the Trustee its reasonable compensation all fees, expenses and reimbursed amounts owed to the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that connection with such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoDefault.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same same: (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility and five Business Days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or of, premium, if any, and interest on the Notes that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default described in clause (other than an Event of Default specified in clauses (ha) or through (i) ), inclusive, of Section 6.01 hereof here- of shall have occurred and be continuing with respect to the Company) occurs Notes then outstanding or the Noteholder Collateral Platform Guarantees, then, and is continuingin each and every such case, unless the principal of all of the Notes shall have already become due and payable, the Trustee or may, in its discretion, and shall upon requi- sition in writing made by the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by notice in writing to the Issuer, declare the principal of (and premium, if any, on) the Notes then outstanding and the interest accrued interest on thereon and all other money, if any, owing under the pro- visions of this Indenture in respect of the Notes to be due and payable immediately by notice in writing to the Company and the Trustee on demand. (if given by the Holdersb) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described provided in the preceding paragraphthis Article, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences and the Trustee shall thereupon rescind and annul such declaration and its consequences if: (i) the Issuer or any Guarantor has paid or deposited with the Trustee a sum suffi- cient to pay: (1) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and coun- sel; (2) all overdue interest on all outstanding Notes; (3) all unpaid principal of (and premium, if the rescission would not conflict with any, on) any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that outstanding Notes which has become due solely because otherwise than by such declaration of the acceleration, and interest on such unpaid principal at the rate borne by the Notes; (iii4) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalprincipal at the rate borne by the Notes, which has become due otherwise than by such declaration of acceleration; and (ii) no such rescission would conflict with any judgment or decree of a court of com- petent jurisdiction; and (iii) all Events of Default, has been paidother than the non-payment of amounts of principal of (or premium, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesany, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hon) or (i) interest on the Notes which have become due solely by such declaration of Section 6.01 hereofacceleration, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default or impair any right consequent theretothereon.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified described in clauses clause (g) or (h) or (i) of Section 6.01 hereof above with respect to the Company) occurs and is continuingIssuer), the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same interest shall become immediately be due and payablepayable immediately. If an Event of Default specified described in clauses clause (g) or (h) or (i) above occurs with respect to the Issuer, the principal of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto will immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hg) or (ih) of Section 6.01 hereof6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (hvi) or (ivii) of Section 6.01 hereof with respect to the Company6.1) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and LNR and, if such notice is given by Holders, the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or 5 Business Days after receipt by LNR and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clauses clause (hvi) or (ivii) of Section 6.01 hereof 6.1 occurs and is continuingcontinuing with respect to LNR, then all unpaid principal of, and premium, if any, and accrued and unpaid interest Obligations on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the such acceleration, (iii) if interest on overdue installments of interest (to the extent the payment of such interest is lawful, interest ) and on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company LNR has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (h) or (iiv) of Section 6.01 hereof6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If (a) The Notes may not be declared due and payable or otherwise accelerated unless an Event of Default described in subsections (other than an Event of Default specified in clauses (hg)(i) or (iii) of Section 6.01 hereof with respect to 11 has occurred, and, in such event, then only if the Company) occurs and is continuing, holders of more than 50% of the Trustee or the Holders of at least 25% in principal amount of the then Notes at that time outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Required Holders”) elect to do so. Upon such declaration, subject to prior FRB approval, if required, the Notes and such other amounts payable hereunder shall immediately become due and payable, without presentment, demand, protest or notice of any kind. (b) If the Company receives a written notification from the FRB stating that the Notes no longer constitute Tier 2 Capital of the Company (the “FRB Notice”), and thereafter any Event of Default shall occur under Section 11, the same shall become Required Holders may declare the Notes and any other amounts due to the holders of the Notes immediately due and payable. Upon such declaration, the Notes and such other amounts payable hereunder shall immediately become due and payable, without presentment, demand, protest or notice of any kind. (c) The parties agree that until the earlier of the Maturity Date or the delivery of an FRB Notice, the holders of the Notes may only enforce this Agreement in accordance with this Section 12. 1. If an any Event of Default specified other than as described in clauses subsections (hg)(i) or (iii) of Section 6.01 hereof occurs 11 has occurred, none of the Required Holders, nor any other holder of any Notes, may declare the Notes and is continuingany other amounts due to such holder(s) immediately due and payable, then all but the Required Holders may pursue the Company to ensure and enforce the Company’s compliance with such covenants, so long as the enforcement of such rights and remedies do not in any way limit, restrict or otherwise affect the treatment of the Notes as Tier 2 Capital. (d) Upon any Notes becoming due and payable under this Section 12.1, such Notes will forthwith mature and the entire unpaid principal ofamount of such Notes, and premium, if any, and plus all accrued and unpaid interest on thereon (to the full extent permitted by applicable law), shall all the outstanding Notes shall ipso facto become and be immediately due and payable payable, in each and every case without any declaration presentment, demand, protest or other act on further notice, all of which are hereby waived. The Company acknowledges, and the part parties hereto agree, that each holder of a Note has the Trustee or any Holder. At any time after a declaration of acceleration with respect right to maintain its investment in the Notes free from repayment by the Company, except as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee specifically provided for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoherein.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in clauses (hSections 6.1(4) and 6.1(5) above relating to an Issuer or (i) any of Section 6.01 hereof with respect to the Company) occurs Significant Subsidiaries), then in every such case, unless the principal of all of the Notes shall have already become due and is continuingpayable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by notice in writing to the Company Issuers (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the an “Acceleration Notice”), may declare all principal, determined as set forth below, and the same shall become immediately accrued interest thereon to be due and payablepayable immediately. If an Event of Default specified in clauses (hSections 6.1(4) or (i6.1(5) above relating to an Issuer or any of Section 6.01 hereof occurs and is continuingthe Significant Subsidiaries occurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes thereon shall ipso facto become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holder. At any time after a the Holders. (b) Prior to the declaration of acceleration with respect to of the Notes as described in maturity of the preceding paragraphNotes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may rescind and cancel such declaration waive on behalf of all Holders any Default, except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the Notes consent of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. (c) At any time after such a declaration of acceleration being made and its consequences (i) if the rescission would not conflict with any before a judgment or decreedecree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Issuers and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration if: (ii1) the Issuers have paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest on all Notes; (b) the principal of (and premium, if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has any, applicable to) any Notes which would become due solely because other than by reason of the such declaration of acceleration, and interest thereon at the rate borne by the Notes; (iiic) to the extent the that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest on overdue installments of interest and overdue principal, the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paidcured or waived as provided in Section 6.4 hereof. (d) Notwithstanding clause (c)(2) of this Section 6.2, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee no waiver shall be effective against any Holder for its expenses, disbursements and advances and (v) in the any Event of Default or event which with notice or lapse of the cure time or waiver of both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the type described Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in clauses (h) or (i) of Section 6.01 hereofwriting, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that to waive such Event of Default has been cured or waivedother event. No such rescission waiver shall affect cure or waive any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in clauses clause (h) or (i9) of Section 6.01 hereof with respect to the Company6.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes Notes, together with all accrued and unpaid interest and Additional Interest, if any, and premium, if any, to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it such notice is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If In the case of an Event of Default specified in clauses clause (h) or (i9) of Section 6.01 hereof occurs and is continuing6.1 hereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of notice by the Trustee or any Holderthe Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration with respect to the Notes and its consequences if: (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; (ii2) if all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely because by reason of the such declaration of acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and Additional Interest, if any, and overdue principal, payments of principal which has become due otherwise than by such declaration of acceleration, acceleration has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (h) or (i9) of Section 6.01 hereof6.1, the Trustee shall have has received an Officers’ ' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (h) or (ivii) of Section 6.01 hereof 6.1(a) above with respect to the Issuer or the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration.” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (h) or (ivii) of Section 6.01 hereof 6.1(a) above occurs and is continuingwith respect to the Company, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoadvances.

Acceleration. If an Event of Default described in clause (other than an Event of Default specified in clauses (ha) or (ib) of Section 6.01 9.1 hereof shall occur and be continuing with respect to the Company) occurs and is continuingany Note, the Trustee or the Holders holder of at least 25% in principal amount of the then outstanding Notes such Note may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company declare the entire unpaid principal balance of such Note and the Trustee (all interest and Yield-Maintenance Premium, if given by the Holders) specifying the respective Event of Default any, accrued and that it is a “notice of acceleration” (the “Acceleration Notice”)unpaid thereon to be, and the same such amount shall become immediately thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and, to the extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal and interest and Yield-Maintenance Premium, if any, on such Note. If an Event of Default, including without limitation, an Event of Default specified described in clauses clause (ha) or (ib) of Section 6.01 hereof occurs 9.1 hereof, shall occur and is continuingbe continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, then all in which case the unpaid principal of, balance of all Notes and premiumall interest and Yield-Maintenance Premium, if any, and accrued and unpaid interest on all the outstanding Notes thereon shall ipso facto automatically become and be immediately due and payable without any declaration or other act on payable), the part holders of at least a majority of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect at the time outstanding may, by notice in writing to the Company, declare the entire unpaid principal balance of the Notes and its consequences (i) all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. The Company will forthwith pay to the rescission would not conflict with any judgment holder or decreeholders of all the Notes at the time outstanding the entire unpaid principal balance of and interest and Yield-Maintenance Premium, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because any, accrued on the Notes. In addition, subject to the provisions of the accelerationSecurity Agreement, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of following an Event of Default each Noteholder may proceed to protect and enforce such holder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for an injunction against violation of, any covenant or provision contained in the Notes or herein or in aid of the type described exercise of any power granted in clauses (h) the Notes or (i) herein. Each of Section 6.01 hereof, the Trustee Noteholders shall have received following an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission have all of the rights of a Secured Party; provided, however, that no Noteholder shall affect any subsequent Default or impair have any right consequent theretoto enforce directly any of the rights or the security interests granted by the Security Agreement or the Control Agreement or to require the Collateral Agent to take or refrain from taking any action under the Security Agreement or the Control Agreement.

Acceleration. (a) If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on (an “acceleration declaration”) all amounts owing under the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice immediately. Upon such declaration of acceleration” (, the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event aggregate principal of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or and interest that has become due solely because of the this acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances and advances; and (v5) in the event of the a cure or waiver of an Event of Default of the type described set forth in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof8), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) The Issuer shall provide prompt written notice to the holders of Senior Debt and Guarantor Senior Debt of any acceleration pursuant to Section 6.02(a).

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(6) or (i7) of Section 6.01 hereof with respect to the Company) occurs and is continuingcontinuing and has not been waived pursuant to Section 6.04, then the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all of the unpaid principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration” " (the “"Acceleration Notice”"), and the same shall become immediately due and payable. . (b) If an Event of Default specified in clauses (hSection 6.01(6) or (i7) of Section 6.01 hereof occurs and is continuingwith respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Notes then outstanding Notes shall ipso facto become and be immediately due and ---- ----- payable without any declaration or other act on the part of the Trustee or any Holder. Noteholder. (c) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphaccordance with Section 6.02(a), the Holders of a majority in principal amount of the Notes by notice to the Trustee and the Company may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(6) or (i) of Section 6.01 hereof7), the Trustee shall have received an Officers’ ' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect The holders of a majority in principal amount of the Notes may waive any subsequent existing Default or impair Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on any right consequent theretoNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses clause (h) or (i7) of Section 6.01 hereof 6.1 with respect to the Company) occurs shall occur and is be continuing, the Trustee Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by written notice to the Company and the Trustee, may declare the principal of the Notes and any accrued interest on all the Notes to be due and payable immediately by payable, which notice in writing to the Company and the Trustee (if given by the Holders) specifying shall specify the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (h) or (i7) of Section 6.01 hereof 6.1 with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of the Notes. At any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphparagraphs, the Holders holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (h) or (i7) of Section 6.01 hereof6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in clause (4) of Section 6.1, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event Notwithstanding any other provision of Default this Award to the contrary, all or any part of the Restricted Share Bonus Award not theretofore vested shall vest: (a) upon the occurrence of such special circumstance or event as in the opinion of the Committee merits special consideration, or (b) upon a Change in Control (as defined below) in which case the date on which such immediate exercisability and accelerated vesting shall occur shall be the date of the occurrence of the Change in Control; provided, however, that with respect to any portion of this Award that vests on and after January 1, 2005, such accelerated vesting shall in no way affect the exercise date applicable to such portion under the terms of the Master Exchange Agreement. A “Change in Control” shall be deemed to have occurred if: (a) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any trustee or other fiduciary holding securities under an Event employee benefit plan of Default specified the Company, or any company owned, directly or indirectly, by the shareholders of the Company in clauses substantially the same proportions as their ownership of Shares the Company) together with its “affiliates” and “associates” (has such terms are defined in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or (b) during any period of two consecutive years (not including any period prior to the effective date of this Award), individuals who at the beginning of such period constitute the Board of trust Managers of the Company, and any new Trust Manager (other than a Trust Manager designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Trust Managers then still in office who either were Trust Managers at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or (c) the shareholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of Section 6.01 hereof the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities; or (d) the shareholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets. For purposes of this clause (d), the term “the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets” shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 33-1/3% of the Fair Market Value of the Company (as hereinafter defined). For purposes of the preceding sentence, the “Fair Market Value of the Company” shall be the aggregate market value of the outstanding shares of beneficial interest of the Company (on a fully diluted basis) plus the aggregate market value of the Company’s other outstanding equity securities. The aggregate market value of the Common Shares shall be determined by multiplying the number of Common Shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the Company) occurs and is continuing, the Trustee transaction or the Holders series of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” related transactions (the “Acceleration NoticeTransaction Date”), and ) by the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part average closing price of the Trustee Common Shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of the Common Shares or any Holderby such other method as the Board of Trust Managers shall determine is appropriate. At any time after Notwithstanding the foregoing, a declaration of acceleration with respect Change in Control shall not be deemed to have occurred if, prior to the Notes as described time a Change in Control would otherwise be deemed to have occurred pursuant to the preceding paragraphabove provisions, the Holders Board of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoTrust Managers determines otherwise.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) 8, 9 or (i) 10 of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premiumaccrued interest on, if any, and accrued and unpaid interest on all the Notes then outstanding Notes shall ipso facto become and be immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration If an Event of acceleration with respect to Default (other than an Event of Default specified in clauses 8, 9 or 10) under Section 6.01 occurs and is continuing, then and in every such case the Notes as described in the preceding paragraph, Trustee or the Holders of a majority not less than 25% in aggregate principal amount of the outstanding Notes may rescind declare the unpaid principal of, premium, if any, and cancel accrued and unpaid interest on, all the 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) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with respect the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in the second paragraph of paragraph 7 of the Notes shall also become immediately due and its consequences payable to the extent permitted by law upon the acceleration of the Notes. If (i) if (A) the rescission would not conflict Company or any Subsidiary Guarantor has paid or deposited with any judgment or decreethe Trustee a sum sufficient to pay (1) all overdue installments of interest on all the Notes, (ii2) the principal of, and premium, if all existing Events of Default any, on any Notes that have been cured or waived except nonpayment of principal or interest that has become due solely because otherwise than by such declaration of acceleration and interest thereon at the accelerationrate or rates prescribed therefore in the Notes, (iii3) to the extent the that payment of such interest is lawful, interest on overdue installments the defaulted interest at the rate or rates prescribed therefore in the Notes, and (4) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of interest the Trustee, its agents and overdue principalcounsel; (B) all Events of Default, which has other than the nonpayment of the principal of any Notes that have become due otherwise than solely by such declaration of acceleration, has have been paidcured or waived as provided in this Indenture; provided, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenseshowever, disbursements and advances and (v) that, in the event of the cure or waiver of an Event of Default of the type described in clauses (h) 7 or (i) 8 of Section 6.01 hereof6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses Sections 6.1(a)(5) and (ha)(6) or (i) of Section 6.01 hereof with respect to the CompanyIssuer or the Co-Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of of, and accrued interest and unpaid interest, including Additional Amounts, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately by notice immediately. In the event of any Event of Default specified in writing to the Company and the Trustee (if given by the Holders) specifying the respective Section 6.1(a)(4), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) (x) the Indebtedness that it gave rise to such Event of Default shall have been discharged in full; or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (z) if the default that is the basis for such Event of Default has been remediated or cured; and (2) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a “notice court of acceleration” competent jurisdiction; and. (the “Acceleration Notice”), and the same shall become immediately due and payable. b) If an Event of Default specified described in clauses Sections 6.1(a)(5) and (ha)(6) with respect to the Issuer or (i) of Section 6.01 hereof the Co-Issuer occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest interest, if any, including Additional Amounts, if any, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences Holders. (i) if If a Default for a failure to report or failure to deliver a required certificate in connection with another Default (the rescission would not conflict with any judgment or decree“Initial Default”) occurs, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of then at the acceleration, (iii) to the extent the payment of time such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.Initial

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (harising under Section 3.01(a)(iv) or (i) of Section 6.01 hereof with respect to the Companyv)) occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes holder hereof may declare the principal amount of and accrued interest on all the Notes this Subordinated Note to be due and payable immediately immediately, by a notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)Kingsway America. Upon any such declaration, and the same all Subordinated Note Obligations shall become immediately due and payable. If an Event of Default specified in clauses (harising under Section 3.01(a)(iv) or (iv) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes Subordinated Note Obligations shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee holder of this Subordinated Note. (b) In the event that payment of the principal amount of the Junior Subordinated Debenture is declared to be due and payable immediately, pursuant to the applicable terms of the Indenture and the Junior Subordinated Debenture, then upon any such declaration, all Subordinated Note Obligations shall become immediately due and payable without any declaration or any Holder. At any time after other act on the part of the holder of this Subordinated Note; provided, however, that in the event such a declaration of acceleration under the Junior Subordinated Note shall have been rescinded in accordance with respect the applicable terms of the Indenture and the Junior Subordinated Debenture, then the acceleration pursuant to the Notes as described in the preceding paragraph, the Holders terms of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences this Section 3.02(b) shall be deemed rescinded. (ic) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in In the event of the cure or waiver of that an Event of Default pursuant to the Junior Subordinated Debenture shall have been waived in accordance with the applicable provisions of the type described in clauses (h) Indenture and the Junior Subordinated Debenture, then such Event of Default, to the extent that it constitutes an Event of Default under this Subordinated Note, shall also be deemed to be waived without any notice or (i) other act on the part of Section 6.01 hereofthe holder of this Subordinated Note. Upon any such waiver, any Event of Default hereunder to the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that extent arising from such Event of Default has under the Junior Subordinated Debenture will be deemed to have been cured or waived. No and will cease to exist, but no such rescission shall affect waiver will extend to any subsequent Default or other default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(f) or (ig) of Section 6.01 hereof above with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal Accreted Value of and accrued and unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Company (and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration” " (the “"Acceleration Notice”"), and the same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Senior Secured Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Secured Credit Facilities or 5 business days after receipt by the Company and the representative under the Senior Secured Credit Facilities of such Acceleration Notice. In the event of an acceleration because an Event of Default set forth in clause (d) above has occurred and is continuing, such acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the date of the Acceleration Notice with respect thereto. If an Event of Default specified in clauses (hSection 6.01(f) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal Accreted Value or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(f) or (i) of Section 6.01 hereofg), the Trustee shall have received an Officers’ Certificate officers' certificate and an Opinion opinion of Counsel counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Companyabove) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes Securities may declare the principal of Accreted Value of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes Securities to be due and payable immediately by notice in writing to the Company Issuers and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration” (the “Acceleration Notice”)", and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof above occurs and is continuing, then all unpaid principal Accreted Value of, and premium, if any, and accrued and unpaid interest interest, if any, on all of the outstanding Notes Securities shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act at on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes Securities as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the Notes Securities may rescind and cancel such declaration with respect to the Notes and its consequences (ia) if the rescission would not conflict with any judgment or decree, (iib) if all existing Events of Default have been cured or waived except nonpayment of principal Accreted Value, premium or interest that has become due solely because of the acceleration, (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalAccreted Value, which has become due otherwise than by such declaration of acceleration, has been paid, (ivd) if the Company has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (ve) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 hereofthe description of Events of Default above, the Trustee shall have received an Officers’ ' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. 22.1 If an Event any of Default (other than an Event of Default specified the events described in clauses (h) or (i) of Section 6.01 hereof with respect the items below has occurred to the Company) occurs and is continuing, the Trustee Borrower or the Holders of at least 25% in principal amount Guarantor, all of the then outstanding Notes may declare the principal of and accrued interest on all the Notes Borrower’s debts under this Agreement payable to be due and payable immediately by notice in writing to the Company All Lenders and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Agent shall automatically become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration notice or other act on demand by a Lender or the part Agent, and the Borrower shall immediately pay the principal and the interest of the Trustee Loan, the Break Funding Costs and any other payment obligation that the Borrower owes pursuant to this Agreement in accordance with the provisions of Clause 16, whereby All Lenders’ Lending Obligations shall cease to be effective: (i) If any payment by the Borrower or the Guarantor has been suspended, or if a petition (including similar petition filed outside Japan) of specific conciliation (tokutei-chotei), bankruptcy (hasan), commencement of civil rehabilitation procedures (minjisaiseitetuzuki-kaishi), commencement of corporate reorganization procedures (kaishakoseitetuzuki-kaishi), commencement of corporate rearrangement (kaishaseiri-kaishi), commencement of special liquidation (tokubetuseisan-kaishi), or commencement of any other similar legal procedures against the Borrower or the Guarantor; (ii) If the resolution for dissolution is adopted or the Borrower or the Guarantor receives order of dissolution; (iii) If the Borrower or the Guarantor abolishes its business; (iv) If transactions of the Borrower or the Guarantor have been suspended by a clearinghouse; or (v) If any order or notice of provisional attachment (▇▇▇▇-sashiosae), preservative attachment (hozen-sashiosae), or attachment (sashiosae) (including any such procedure taken outside Japan) has been sent out, or any Holder. At any time after a declaration adjudication that orders an enforcement of acceleration preservative attachment (hozen-sashiosae) or attachment (sashiosae) has been rendered, with respect to the Notes as deposit receivables or other receivables (including all kinds of receivables under an agreement for insurance) held by the Borrower or the Guarantor against a Lender. In this case, the said Lender shall immediately notify the Borrower, the Guarantor, all other Lenders, and the Agent of the occurrence of any such matters. 22.2 If any of the events described in the items below has occurred with respect to the Borrower or the Guarantor, all of the Borrower’s debts under this Agreement payable to All Lenders and the Agent shall become due and payable upon notice to the Borrower from the Agent, the notice of which is requested by the Majority Lender, and the Borrower shall immediately pay the principal and the interest of the Loan, the Break Funding Costs and any other payment obligation that the Borrower owes pursuant to this Agreement in accordance with the provisions of Clause 16, whereby All Lenders’ Lending Obligations shall cease to be effective: (i) If the Borrower or the Guarantor has failed to perform its payment obligations when due, whether under this Agreement or not, payable to a Lender or the Agent in whole or in part; (ii) If any matters described in the items of Clause 18 of this Agreement and Clause 2 of the Guarantee have been found to be untrue; (iii) Except for the cases described in the preceding paragraphtwo items, if the Borrower or the Guarantor breached any of its obligations under this Agreement or the Guarantee, and such breach has not been remedied for five (5) or more Business Days; (iv) If any order or notice of attachment (sashiosae), provisional attachment (▇▇▇▇-sashiosae), preservative attachment (hozen-sashiosae), or provisional disposition (▇▇▇▇-shobun) (including similar procedure taken outside Japan) has been sent out or auction procedures (keibaitetuzuki) have been commenced with respect to anything that is the subject of collateral offered by the Borrower; (v) If any order or notice of attachment (sashiosae) has been sent out or auction procedures (keibaitetuzuki) have been commenced with respect to anything that is the subject of collateral offered to a financial institution (including the Lender) by the Guarantor; (vi) If any of the Borrower’s debts other than those under this Agreement has become due and payable; or if any of the Borrower’s guaranty obligations for the benefit of a third party has become due and payable, and the Borrower is unable to perform such obligations (provided that the aggregate amount of such obligations shall exceed 200 million yen for this provision to apply); (vii) If any of the Guarantor’s pecuniary obligation other than those under this Agreement have not been performed within five Business Days after giving notice (provided that the aggregate amount of a single pecuniary obligation shall exceed 1 billion yen for this provision to apply); (viii) Notwithstanding any matters described in the foregoing items, when the Borrower’s or the Guarantor’s business condition or financial condition has deteriorated, or when there is a fear that the Borrower’s or the Guarantor’s business condition or financial condition will deteriorate and all of the Borrower’s obligation must be considered to have become default in order to preserve the rights and benefits of the Lender; or (ix) If the Borrower or the Guarantor has suspended its business or received dispositions such as suspension of business or others from the competent government authority. 22.3 If the notice dispatched pursuant to Clause 22.2 has been delayed or has not been delivered to the Borrower due to fault of the Borrower or the Guarantor, all of the Borrower’s debts under this Agreement shall become due and payable by the time such request or notice should have been delivered, and the Borrower shall immediately pay the principal and the interest of the Loan, the Holders Break Funding Costs and any other payment obligations that the Borrower owes pursuant to this Agreement, in accordance with the provisions of Clause 16, whereby All Lenders’ Lending Obligations shall cease to be effective. 22.4 If a majority in principal amount Lender has become aware of the Notes may rescind and cancel such declaration occurrence of any events described in the items of Clauses 22.1 or 22.2 with respect to the Notes Borrower or the Guarantor, the Lender shall immediately notify the Agent of such occurrence, and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if Agent shall notify all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because other Lenders of the acceleration, (iii) to the extent the payment occurrence of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoevents.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (ha) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (hv) or (ivi) of Section 6.01 hereof 6.01(a) occurs and is continuingcontinuing with respect to the Issuer, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If any Event of Default (other than an Event of Default specified in clauses (v) or (vi) of Section 6.01(a) with respect to the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal of, premium, if any, and accrued interest on such Notes to be immediately due and payable by notice in writing to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. (c) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the Notes (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Ho▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder of the Notes is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe that a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation (as determined by a final judgment of a court of competent jurisdiction) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders of the Notes that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, that this shall not invalidate any indemnity or security provided by the Directing Holders to the trustee, which obligations shall continue to survive. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with this Section 6.02(c). In addition, for the avoidance of doubt, this Section 6.02(c) shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant, Officers’ Certificate or other document delivered to it pursuant to this Section 6.02(c), shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank. By their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this Section 6.02(c). Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02(c), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02(c), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. 63 For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.02(c). In connection with the requisite percentages required under this Section 6.02(c), the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. (d) At any time after a declaration of acceleration of the unpaid principal, premium (if any) and accrued and unpaid interest has occurred with respect to the Notes as described in the preceding paragraphSection 6.02(a) or (b), the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences by written notice to the Issuer and the Trustee: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal principal, premium, if any, or accrued interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesexpenses (including the fees and expenses of its counsel), disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default under this Indenture of the type described in clauses clause (hv) or and (ivi) of Section 6.01 hereof6.01(a), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (he) or clause (if) of Section 6.01 hereof with respect to the CompanyIssuer) occurs shall occur with respect to the Notes and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least 25not less than 50% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of and accrued but unpaid interest on on, all the Notes then outstanding to be due and payable immediately immediately, by a notice in writing to the Company Issuer (and to the Trustee (if given by the Holders) specifying Holders of the respective Event of Default Notes). Upon such a declaration, such principal and that it is a “notice of acceleration” (the “Acceleration Notice”)accrued and unpaid interest, and the same if any, shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (he) or clause (if) of Section 6.01 hereof occurs and is continuingwith respect to the Issuer, then all unpaid the principal of, and premiumaccrued but unpaid interest, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto be accelerated and become and be immediately due and payable immediately, without any declaration declaration, notice or other act on the part of the Trustee or any HolderHolder of Notes. At any time after a declaration Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Notes by appropriate judicial proceedings. (b) After an acceleration with respect to the Notes as described in Notes, but before a judgment or decree for payment of the preceding paragraphmoney due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, on behalf of the Holders of the Notes, may rescind and cancel annul such acceleration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, the principal of, and premium, if any, on any Notes then outstanding, in each case, which have become due otherwise than by such declaration with respect to of acceleration and interest thereon at the rate borne by the Notes and its consequences (iC) if to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (ii) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (iiiii) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If Except as provided in Section 3.2, if an Event of Default (other than an Event of Default specified in clauses (hSection 7.2(viii) or (i7.2(ix) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately Outstanding by notice in writing to the Company and the Trustee (Trustee, may declare the principal amount of Notes Outstanding plus accrued and unpaid interest, if given by any, on all the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become Outstanding Notes to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in clauses (hSection 7.2(viii) or (i7.2(ix) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all the principal amount of Notes Outstanding plus accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind and cancel such any declaration with respect to the Notes and its consequences of acceleration if (i) if the rescission would not conflict with any judgment or decree, ; (ii) the Company has paid or deposited with the Paying Agent a sum in U.S. Dollars sufficient to pay (A) all amounts owed to the Trustee and any predecessor trustee hereunder, including, without limitation, under Section 11.1(a) of the Base Indenture, (B) all arrears of interest, if any, upon the Notes (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest), and (C) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon; and (iii) all existing Events of Default have been cured or waived except nonpayment of the principal or interest amount plus accrued and unpaid interest, if any, that has have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration as a result of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.