Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(8) or (79) of Section 6.1above that occurs with respect to the Company or any Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company Issuers (and to the TrusteeTrustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders shallof at least 25% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued and unpaid interest, if any, interest on all the Securities Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principalprincipal of, premium premium, if any, and accrued and unpaid interest will be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (6Section 6.01(5) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Securities shall will be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6Section 6.01(5) of Section 6.1 shall be remedied or cured by the Company Issuers or a Restricted the relevant Significant Subsidiary of the Company or waived by the holders Holders of the relevant Indebtedness within 20 60 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedthereto. If an Event of Default described specified in clause Section 6.01(8) or (79) of Section 6.1 above occurs and is continuingwith respect to the Company or any Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. Any notice of default, declaration of acceleration or instruction to the Trustee to provide a notice of default, declaration of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuers 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 are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of default shall be deemed a continuing representation until the resulting 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 Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine 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 Issuers have 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 and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide 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 shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs 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 delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any 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 Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. The Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Issuers and to the Trustee, may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such and annul a declaration of acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.if:

Acceleration. If an Event of Default (other than an Event of Default described as specified in clause clauses (75) and (6) of Section 6.16.01 above) relating to the Securities occurs and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least not less than 25% in principal amount of the Securities then outstanding Securities by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the unpaid principal of, premium, if any, (but in no event more than the maximum amount of principal and accrued and unpaid interest, if any, on all the Securities interest thereon allowed by law) 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 Upon any such declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred such principal and is continuing, the declaration of acceleration of the Securities interest 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable immediately. If an Event of Default described specified in clause Section 6.01(5) or (76) of Section 6.1 above occurs and is continuingoccurs, the principal of, premium, if any, amount and accrued and unpaid interest on all the Securities will shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities then outstanding, by written notice to the Company and the Trustee, may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect declaration as to the Securities and its consequences if if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) the principal of the Securities that has become due otherwise than by such declaration of acceleration (together with interest, if any, payable thereon); and (B) all sums paid by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents, attorneys and counsel; and (2) all existing Events of Default relating to the Securities have been cured or waived and the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waiveddecree.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (75) or (6) of Section 6.18.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request declare all unpaid principal of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (75) or (6) of Section 6.1 above occurs and is continuing8.1 occurs, the all unpaid principal of, premium, if any, of and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of 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; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.1(7) or (7) of Section 6.18)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (6Section 6.1(6) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Securities shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6Section 6.1(6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders Holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except other than the nonpayment of principal, premium or interest on the Securities that became has become due solely because of the acceleration of the Securitiessuch acceleration, have been cured or waived. If an Event of Default described specified in clause Section 6.1(7) or (7) of Section 6.1 above 8) with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders No such rescission shall affect any subsequent Default or Event of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium Default or interest) and rescind impair any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) 8) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) 8) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive any or all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default described with respect to the Company specified in clause clauses (7h) or (i) of Section 6.111.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premiumplus interest (including Contingent Interest and Additional Interest, if any, and ) accrued and unpaid interestthrough the date of such declaration on, if any, on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company specified in clause (7h) or (i) of Section 6.1 above occurs and is continuing11.01 occurs, the all unpaid principal of, premiumplus interest (including Contingent Interest and Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premiumplus accrued and unpaid interest (including Contingent Interest or Additional Interest, if any) on, and interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 12.06 have been made. 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 described specified in clause clauses (7) of Section 6.1and (8) above with respect to the Company) occurs shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration." If an Event of Default specified in clauses (7) and (8) above occurs with respect to the Company, then the unpaid principal of 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 Holders. The 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 outstanding Securities such Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of DefaultDefault have been cured or waived, other than the except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been cured paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No recission shall affect any subsequent Default or waivedimpair any rights relating thereto.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default described specified in clause (74) or (5) of Section 6.16.1 relating to the Company or the Parent or any of their respective Significant Subsidiaries,) occurs then in every such case, unless the principal of all of the Notes shall have already become due and is continuingpayable, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by notice in writing to the Company (and the Trustee, may, and to the Trustee at the request of such Holders shallif given by Holders) (an "Acceleration Notice"), may declare the principal ofall principal, premium, if anydetermined as set forth below, and accrued and unpaid interestinterest (and Liquidated Damages, if any, on all the Securities ) thereon 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (74) or (5) of Section 6.1 above occurs and is continuingherein relating to the Company or the Parent or any of their respective Significant Subsidiaries occurs, the all principal of, premium, if any, and accrued and unpaid interest on all the Securities will become (and Liquidated Damages, if any) thereon shall be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any the Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect Notes generally are authorized to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Securities Notes which have become due solely by reason of such acceleration have been cured or waived. (b) Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any Default or Event of Default, and 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 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. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (c) At any time after such a declaration of acceleration being made and before a judgment or decree 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 Company and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the principal of (and premium, if any, applicable to) any Notes which would become due other than by reason of such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate borne by the Notes; (c) to the extent 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 (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration, have been cured or waivedwaived as provided in Section 6.4 hereof. (d) Notwithstanding clause (c)(2) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or 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 Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(f) or (7g)) of Section 6.1) occurs shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities to be due and payable. Upon such a declaration, such principal, premium payable by notice in writing to the Company and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of Trustee specifying the Securities because an respective Event of Default described in clause (6) and that it is a "notice of Section 6.1 has occurred acceleration", and is continuing, the declaration of acceleration of the Securities same 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto become immediately due and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 6.01(f) or (7g) of Section 6.1 above occurs and is continuing, the then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2ii) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have 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 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 clause (f) or (g) of Section 6.01, 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. If an Event of Default (other than an Event of Default described with respect to the Company specified in clause clauses (7g) or (h) of Section 6.18.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premium, if any, and plus interest accrued and unpaid interestthrough the date of such declaration on, if any, on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company specified in clause (7g) or (h) of Section 6.1 above occurs and is continuing8.01 occurs, the all unpaid principal of, premium, if any, and plus interest accrued and unpaid interest on through the date of such default on, all the Securities will then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such the Holders originally causing the acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premiumplus accrued and unpaid interest on, if any, and interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If In the case of an Event of Default arising from either Section 6.01(8) or (9) with respect to the Issuer or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default described in clause (7) of Section 6.1) 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 Securities by notice to the Company and the TrusteeNotes may declare, may, and or such Holders may direct the Trustee at the request of such Holders shallto declare, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 At any time after a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) to the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default Notes as described in clause (7) of Section 6.1 above occurs and is continuingthe preceding paragraph, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Defaults have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of the acceleration; (3) 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; (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances in accordance with Section 7.07; and (5) in the event of the cure or waiver of a Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such 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 described specified in clause (79) or (10) of Section 6.18.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and declare all unpaid principal to the Trustee at the request date of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (79) or (10) of Section 6.1 above occurs and is continuing8.1 occurs, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) 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; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default with respect to any Series of Securities at the time outstanding (other than an Event of Default described specified in clause Section 6.01(5) or (7) of Section 6.16)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities of that Series by notice to the Company Issuer (and the Trustee, may, and to the Trustee at if such notice is given by the request of such Holders shallHolders), may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, interest on all the Securities of that Series to be due and payable. Upon such a declaration, such principalamounts (including premium, premium if any, then due and accrued and unpaid interest will unpaid) shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(5) or (76) of Section 6.1 above occurs and is continuingoccurs, the principal amount of, premium, if any, and accrued and unpaid interest on all the Securities will of such Series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect Series by notice to the Trustee may rescind an acceleration of that Series of Securities and its consequences if (1i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2ii) all existing Events of Default, other than the Default with respect to such Series of Securities have been cured or waived except nonpayment of the principal amount of, and accrued and unpaid interest on all Securities of that Series that has become due solely because of acceleration, and (iii) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all outstanding Securities of such Series; (B) the principal of (and premium, if any, on) and interest on the all other amounts due with respect to any outstanding Securities that of such Series which have become due solely otherwise than by such declaration acceleration; and (C) to the extent that payment of accelerationsuch interest is lawful, have been cured interest upon overdue installments of interest at the rate specified in the Securities of such Series. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described with respect to the Company or the Guarantor specified in clause (78) or (9) of Section 6.18.1) occurs and is continuing, the Trustee may, by notice to the Company, Company and the Guarantor or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities then outstanding Securities may, by notice to the Company Company, the Guarantor and the Trustee, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interestthrough the date of such declaration on, if any, on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company or the Guarantor specified in clause (78) or (9) of Section 6.1 above occurs and is continuing8.1 occurs, the all unpaid principal of, premium, if any, and plus accrued and unpaid interest on (including Additional Interest, if any) on, all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalthen outstanding, premium or interest) and rescind any such the Holders originally causing the acceleration with respect by notice to the Trustee, may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premiumplus accrued and unpaid interest on, if any, and interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.6 have been made. 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 described specified in clause (7Section 6.01(4) of or Section 6.16.01(5) occurs with respect to the Issuer) shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Notes may declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium payable by notice in writing to the Issuer and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of Trustee specifying the Securities because an respective Event of Default described in clause (6) and that it is a “notice of Section 6.1 has occurred acceleration,” and is continuing, the declaration of acceleration of the Securities same 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto become immediately due and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7Section 6.01(4) of or Section 6.1 above 6.01(5) with respect to the Issuer occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Securities will 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 Holders. The Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in clause (a) of this Section 6.02, the Holders of a majority in principal amount of the outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been cured paid; and (4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for all costs, expenses, disbursements and advances. (c) No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default described specified in clause Section 7.01(f) or (7) of Section 6.1g)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the outstanding Securities Outstanding Securities, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal ofPrincipal Amount of the Securities, premium, if any, and plus all accrued and unpaid interestinterest through, if anybut excluding, on all the Securities date of such declaration, to be immediately due and payable. Upon such a declaration, such principalPrincipal (or portion thereof), premium and plus all accrued and unpaid interest will through, but excluding, the date of such declaration, shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 7.01(f) or (7g) of Section 6.1 above occurs and is continuing, the principal ofPrincipal (or portion thereof), premium, if any, and plus all accrued and unpaid interest through, but excluding, the date of such declaration, on all the Securities will shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities by notice to the Trustee (and without notice to any other Securityholder) may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction decree; and (2) all existing Events of Default, other than Default with respect to the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of accelerationSecurities, have been cured or waivedwaived except nonpayment of the Principal (or portion thereof) and accrued and unpaid interest of Securities that has become due solely as a result of such acceleration and if all amounts due to the Trustee under Section 8.07 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default described specified in clause (7vi) or (vii) of Section 6.16.01 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 at maturity of the outstanding Securities by notice in writing to the Company (and the Trustee, may, and to the Trustee at if given by the request of such Holders shall, Holders) may declare the Default Amount on all outstanding Securities to be due and payable immediately and, upon any such declaration, such Accreted Value or principal of, (and premium, if any, ) and accrued and unpaid interest, if any, on all notwithstanding anything contained in this Indenture or the Securities to be the contrary, shall become immediately 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7vi) and (vii) of Section 6.1 above 6.01 with respect to the Company occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest Default Amount on all the outstanding Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The 50 After a declaration of acceleration, but before a judgment or decree of the 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 Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may annul an acceleration and its consequences if all existing Events of Default (1other than the nonpayment of Accreted Value or principal of and interest, if any, on the Securities which has become due solely by virtue of such acceleration) rescission have been cured or waived and if the annulment would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by decree. No such declaration of acceleration, have been cured annulment shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Issuer, the Co-Issuer or the General Partner 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 described specified in clause (78) or (9) of Section 6.1) occurs and is continuing6.01 with respect to the Issuer, the Trustee Co-Issuer or the General Partner) shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the CompanyIssuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company Issuer and the Trustee, may, and may declare (an “acceleration declaration”) all amounts owing under the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Notwithstanding the event of a declaration of foregoing, after any such acceleration pursuant to any of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuingpreceding two sentences, the declaration of acceleration of the Securities 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 Company or but before a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 based on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuingacceleration, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the such outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if acceleration: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Defaults have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of this acceleration; (3) 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; (4) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (5) in the event of a cure or waiver of a Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived.

Acceleration. If an Event of Default (other than excluding an Event of Default described specified in clause SECTION 6.01(viii) or (7ix) with respect to the Company (but including an Event of Section 6.1Default specified in SECTION 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the 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 Securities by written notice to the Company and the Trustee, maymay declare the Securities to be immediately due and payable in full. Upon such declaration, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and any accrued and unpaid interest will (including additional interest) on, all Securities shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because If an Event of Default described specified in clause SECTION 6.01(viii) or (6ix) with respect to the Company (excluding, for purposes of Section 6.1 has occurred and is continuingthis sentence, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such an Event of Default pursuant specified in SECTION 6.01(viii) or (ix) solely with respect to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Significant Subsidiary of the Company or waived by any group of Subsidiaries that in the holders aggregate would constitute a Significant Subsidiary of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1Company) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuingoccurs, the principal of, premium, if any, and accrued and unpaid interest on (including any additional interest) on, all the Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may rescind or annul an acceleration and its consequences if (1A) the rescission would not conflict with any judgment order or decree of a court of competent jurisdiction and decree, (2B) all existing Events of Default, other than except the nonpayment of the principal of, premium, if any, or interest (including and interest on the Securities additional interest) that have has become due solely by such declaration because of the acceleration, have been cured or waived and (C) all amounts due to the Trustee and the Securities Agent under SECTION 7.07 have been paid. -29- Notwithstanding the foregoing, if the Company so selects, the sole remedy of Holders for an Event of Default relating to any obligation the Company may have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the failure of the Company to file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of the covenant in SECTION 4.03 shall for the first ninety (90) days after the occurrence of such Event of Default consist exclusively of the right (the "EXTENSION RIGHT") to receive additional interest on the Securities at an annual rate equal to 0.25% of the principal amount of the Securities. Any such additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Securities. The additional interest shall accrue on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations in this Indenture first occurs to but not including the ninetieth (90th) day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such ninetieth (90th) day (or earlier, if such Event of Default is cured or waived prior to such ninetieth (90th) day), such additional interest shall cease to accrue and the Securities shall be subject to acceleration as provided in the preceding paragraph if such Event of Default is continuing. For the avoidance of doubt, the additional interest shall not begin to accrue until the Company fails to perform the covenant in SECTION 4.03 for a period of sixty (60) days after notice of such failure to the Company by the Trustee or to the trustee and the Company by Holders of at least twenty-five percent (25%) in aggregate principal amount of the Securities then outstanding in accordance with this Indenture. Notwithstanding the preceding paragraph, if an event of default under any other series of debt securities of the Company occurs as a result of the failure of the Company to file any such document or report and such event of default results in the principal amount of such other debt securities becoming due and payable, then the Extension Right shall no longer apply and the Securities shall be subject to acceleration as provided in the first paragraph of this Section 6.02.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.16.1 that occurs with respect to the Issuer) occurs shall occur and is continuingbe continuing under this Indenture, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding, by written notice to the Company Issuer (and to the TrusteeTrustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, interest on all the Securities to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principalprincipal of, premium premium, if any, and accrued and unpaid interest will shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (65) of Section 6.1 has occurred and is continuing, the such declaration of acceleration of the Securities shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (65) of Section 6.1 shall be remedied or cured by the Company Issuer, the relevant Subsidiary Guarantor or a the relevant Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 60 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedthereto. If an Event of Default described specified in clause (7) or (8) of Section 6.1 above occurs and is continuingshall occur with respect to the Issuer, any Subsidiary Guarantor or any group of Subsidiaries that taken together would constitute a Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders In addition to acceleration of maturity of the Securities, if an Event of Default occurs and is continuing, the holders of a majority in of the aggregate outstanding principal amount of the outstanding Securities may waive all past defaults (except with respect and the Parity Lien Indebtedness voting as a single class shall have the right to nonpayment of principal, premium or interest) and rescind any such acceleration direct the Joint Collateral Agent to exercise remedies with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedCollateral.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7either Section 6.01(6) of or Section 6.16.01(7) as it relates to the Company) occurs and is continuing, then and in every such case the Trustee by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on on, all the Securities will then outstanding to be due and payable, by a notice (an "Acceleration Notice") in writing to the Company (and to the Trustee, if given by Holders) and upon such declaration such principal amount, premium, if any, and accrued and unpaid interest (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Bank Facilities, shall become due and payable upon the first to occur of an acceleration under the Senior Bank Facilities or five business days after receipt by the Company and the Representative under the Senior Bank Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable. If an Event of Default specified in Section 6.01(6) or (7) occurs as it relates to the Company, all unpaid principal of, and premium, if any, and accrued and unpaid interest on, the Securities then outstanding will ipso facto become due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1i) all existing Events of Default, other than the non-payment of the principal of and premium, if any, and accrued and unpaid interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived and (ii) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedjurisdiction.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default described in clause (7) of Section 6.1) a bankruptcy default with respect to the Operating Partnership or the Company, occurs and is continuingcontinuing under the Indenture, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company Operating Partnership and the TrusteeCompany (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, interest on all the Securities Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal, premium premium, if any, and accrued and unpaid interest will be become immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (65) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Securities shall be automatically rescinded and annulled if the event Event of default or payment default Default triggering such Event of Default pursuant to clause (65) of Section 6.1 shall be remedied or cured by the Operating Partnership, the Company or a Restricted the relevant Significant Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 60 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedthereto. If an Event of Default described in clause (7) of Section 6.1 above a bankruptcy default occurs and is continuingwith respect to the Operating Partnership or the Company, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holder. (b) The Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Operating Partnership, the Company and to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) Defaults and rescind any such and annul a declaration of acceleration with respect to the Securities and its consequences if if: (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities Notes that have become due solely by such the declaration of acceleration, have been cured or waived, and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.1(7) or (7) of Section 6.18)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and but unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium premium, if any, and accrued and unpaid interest will shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (6Section 6.1(6) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Securities shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6Section 6.1(6) of Section 6.1 shall be remedied or cured by the Company or a and/or the relevant Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2ii) all existing Events of Default, except other than the nonpayment of principal, premium or interest on the Securities that became has become due solely because of the acceleration of the Securitiessuch acceleration, have been cured or waived. If an Event of Default described specified in clause Section 6.1(7) or (7) of Section 6.1 above occurs and is continuing8) occurs, the principal of, premium, if any, premium and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders No such rescission shall affect any subsequent Default or Event of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium Default or interest) and rescind impair any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 8.1(j) of or Section 6.18.1(k) with respect to the Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premiumand accrued and unpaid interest and Additional Interest, if any, and accrued and unpaid intereston, if any, on all the Securities Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will accelerated amount shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7Section 8.1(j) of or Section 6.1 above 8.1(k) occurs with respect to the Company and is continuing, the principal of, premium, if any, and accrued and unpaid interest on and Additional Interest, if any, on, all the Securities will Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes at the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, or any accrued and unpaid interest on the Securities and Additional Interest, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 9.7 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 8.1(5) or (7) of Section 6.16)) 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 Securities may, by notice to the Company and the Trustee, may, and the Trustee at shall, upon the request of such Holders shallHolders, declare the all unpaid principal of, premium, if any, of and accrued and unpaid interest, if any, interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 8.1(5) or (76) occurs, all unpaid principal of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1i) all existing Events of 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; (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 any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2iv) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waived.impair any right consequent thereon. 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

Acceleration. If an Event of Default specified in Section 6.01(5) or Section 6.01(6) with respect to the Issuer occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(5) or Section 6.01(6) with respect to the Issuer) shall have occurred and be continuing under this Indenture and the Securities of Section 6.1) occurs and is continuingany Series, the Trustee Trustee, by notice to the CompanyIssuer, or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of the Securities of such Series then outstanding Securities by notice to the Company Issuer and the Trustee, may, and the Trustee at the request may declare all amounts owing under such Securities of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities Series 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 Upon such acceleration or declaration of acceleration acceleration, the aggregate principal (or, if any Securities of that Series are Discount Securities, such portion of the Securities because an Event principal as may be specified in the terms of Default described in clause (6such Securities) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the outstanding Securities will of such Series shall immediately become and be immediately due and payable without any payable; provided, however, that after such acceleration or declaration of acceleration, but before a judgment or other act decree based on acceleration or declaration of acceleration, the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the such outstanding Securities of such Series may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if or declaration of acceleration: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Defaults have been cured or waived (except nonpayment of principal and interest that has become due solely because of this acceleration); (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest on and any Additional Amounts with respect to all outstanding Securities of that Series and any related coupons has been paid, and all and overdue principal of, (and premium, if any), and interest on the Securities that have which has become due solely (otherwise than by such declaration of acceleration), has been paid; (4) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (5) in the event of a cure or waiver of a Default of the type set forth in Section 6.01(5) or Section 6.01(6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such 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 described in clause subsection 8.1(g), (7h) of Section 6.1or (i) occurs shall occur and is be continuing, either the Trustee by notice to the Company, Trustees or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice to Debentures may accelerate the Company and the Trusteematurity of all Debentures; provided, mayhowever, and the Trustee at the request of that after such Holders shallacceleration, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such but before 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree based on acceleration, the Holders of a court majority in aggregate principal amount of competent jurisdiction outstanding Debentures may, under certain circumstances, rescind and (2) annul such acceleration if all existing Events of Default, except nonpayment other than the non-payment of accelerated principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedwaived as provided in this Indenture. If an Event of Default described specified in clause subsection 8.1(g), (7h) of Section 6.1 above occurs and is continuingor (i) occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities outstanding Debentures will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustees or any Holdersholder. The No Debentureholder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Debentures shall have made written request and provided sufficient funds to the Canadian Trustee (or in the case of the U.S. Trustee, reasonable indemnity) to institute such proceedings as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except Debentures a direction inconsistent with respect such request and shall have failed to nonpayment institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted by a Debentureholder for enforcement of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment payment of the principal of, premiumof and Premium, if any, and or interest on such Debenture on or after the Securities that have become respective due solely dates expressed in such Debenture. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, if such a declaration is made, the Corporation shall pay to the Trustees forthwith for the benefit of the Debentureholders the amount of principal of and Premium and accrued and unpaid interest (including interest on amounts in default) on all Debentures and all other amounts payable in regard thereto under this Indenture, together with interest thereon at the rate borne by such Debentures from the date of such declaration of accelerationuntil payment is received by the Trustees. Such payments, when made, shall be deemed to have been cured or waivedmade in discharge of the Corporation’s obligations under this Indenture and any amounts so received by the Trustees shall be applied in the manner specified in Section 8.8.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (6) or (7) of Section 6.1Subsection 8.1(a)) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if anyamount, and all accrued and unpaid interest, if any, to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (6) or (7) of Section 6.1 above Subsection 8.1 (a) occurs and is continuingcontinuing with respect to the Company, the principal of, premium, if anyamount, and all accrued and unpaid interest on all interest, of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default described specified in clause (7vi) or (vii) of Section 6.16.01 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 outstanding Securities by notice in writing to the Company (and the Trustee, may, and to the Trustee at if given by the request of such Holders shall, Holders) may declare the principal of, premium, if any, and accrued and unpaid interest, if any, Default Amount on all the outstanding Securities to be due and payable. Upon payable immediately and, upon any such a declaration, such principalprincipal (and premium, premium if 49 -43- any) and accrued and unpaid interest will be interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7vi) or (vii) of Section 6.1 above 6.01 with respect to the Company occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest Default Amount on all the outstanding Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may annul an acceleration and its consequences if all existing Events of Default (1other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) rescission have been cured or waived and if the annulment would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by decree. No such declaration of acceleration, have been cured annulment shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Upon the happening of any Event of Default (other than an Event of Default described specified in clause (7) of Section 6.1) occurs and is continuing6.01, the Trustee by notice to the Companymay, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice to the Company and the Trustee, Notes may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" and the same shall become immediately due and payable. If an Event of Default of the type described in clause (f) or (g) above occurs and is continuing, then such amount will IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The 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 then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Issuer and the Trustee may rescind and cancel such declaration and its consequences (a) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2b) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration, (c) to the principal ofextent the payment of such interest is lawful, premium, if any, and interest on the Securities that overdue installments of interest and overdue principal, which have become due solely otherwise than by such declaration of acceleration, has been paid, (d) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of the 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; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Issuer. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If Subject to the terms of the Intercreditor Agreement, if an Event of Default (other than an Event of Default described in clause (7f) or (g) of Section 6.1) occurs and is continuing, the Trustee by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the outstanding Securities held by the Holders by notice to the Company Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will shall be due and payable in cash immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7f) or (g) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of the Securities may not enforce this Indenture, the Security Documents or the Securities except as provided in this Indenture. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.1 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 (e) of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on Securities has been obtained by the Trustee as provided in this Indenture. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee hereinafter provided in this Article, the Holders of at least a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalSecurities, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Issuers and the Trustee, may rescind and annul such declaration and its consequences if if: (1) rescission would not conflict The Issuers have paid or deposited with the Trustee a sum sufficient to pay: (A) the principal of any judgment Securities which have become due otherwise than by such declaration of acceleration (including any Securities required to have been purchased on a Change of Control Payment Date or decree a Purchase Date pursuant to a Change of Control Offer, an Offer to Purchase or a court Loss Proceeds Offer, as applicable, made by the Issuers) and Additional Amounts, if any, and, to the extent that payment of competent jurisdiction such interest is lawful, any interest thereon at the rate provided therefor in the Securities; (B) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided therefor in the Securities, and all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amount due under Section 7.7; and (2) all existing Events of Default, other than the nonpayment non-payment of the principal ofof or interest on, premium, if any, and interest on the Securities that Notes which have become due solely by such declaration of acceleration, have been cured or waivedwaived as provided in Section 6.5. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default described as specified in clause (7Section 6.01(g) of Section 6.1or 6.01(h) with respect to Alderwoods or any Significant Subsidiary) occurs and is continuingcontinuing with respect to the Subordinated Notes, the Trustee Trustee, by written notice to the CompanyAlderwoods, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Subordinated Notes then outstanding, by written notice to the Company Trustee and the TrusteeAlderwoods, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all of the Securities Subordinated 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 , upon which declaration, all amounts payable in respect of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities Subordinated 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto immediately due and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7Section 6.01(g) of Section 6.1 above or 6.01(h) occurs with respect to Alderwoods or any Significant Subsidiary and is continuing, then the principal of, premium, if any, and accrued and unpaid interest interest, if any, on all of the Securities will Subordinated 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 HoldersHolder of Subordinated Notes. The After a declaration of acceleration hereunder with respect to the Subordinated Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities Subordinated Notes, by written notice to Alderwoods and the Trustee, may waive 38 rescind such declaration if: (a) Alderwoods has paid or deposited with the Trustee a sum sufficient to pay (i) all past defaults amounts due the Trustee under Section 7.08 and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (except with respect to nonpayment ii) all overdue interest on all Subordinated Notes, (iii) the principal of principaland premium, premium or interestif any, on any Subordinated Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Subordinated Notes, and (iv) and rescind any such acceleration with respect to the Securities extent that payment of such interest is lawful, interest upon overdue interest and its consequences if overdue principal that has become due otherwise than by such declaration of acceleration at the rate borne by the Subordinated Notes; (1b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2c) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Securities Subordinated Notes that have has become due solely by such declaration of acceleration, have been cured or waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right subsequent therein.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (77.01(a)(iv) of Section 6.1or 7.01(a)(v)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securities by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities then outstanding to be due and payable. Upon such a declaration, such principal, premium the principal and accrued and unpaid interest will be shall become due and payable immediately. In immediately (but the event of a declaration of acceleration rights of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities holders thereof shall be automatically annulled if subject to the event terms 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedArticle Four hereof). If an Event of Default described specified in clause (77.01(a)(iv) or 7.01(a)(v) occurs, all unpaid principal of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder (but payment thereof shall be subject to the terms of Article Four hereof). Upon payment of such principal and interest, all of the Company's obligations under such Securities and this Indenture, other than its obligations under Section 8.07, shall terminate. The Holders of a majority in principal amount of the Securities then outstanding Securities by written notice to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Securities such Security and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of such Securities which has become due solely by such declaration of acceleration, have been cured or waived, (b) to the extent the payment of such interest is lawful, interest on overdue principal and interest, which has become due otherwise than by such declaration of acceleration, has been paid, (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction, and (2d) all existing Events payments due to the Trustee and any predecessor Trustee under Section 8.07 have been made. Anything herein contained to the contrary notwithstanding, in the event of Defaultany acceleration pursuant to this Section 7.02, other than the nonpayment 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 the terms of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedSecurities.

Acceleration. If an Event of Default (other than excluding an Event of Default described specified in clause SECTION 6.01(viii) or (7ix) with respect to the Company (but including an Event of Section 6.1Default specified in SECTION 6.01 (viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the 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 Securities by written notice to the Company and the Trustee, maymay declare the Securities to be immediately due and payable in full. Upon such declaration, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and any accrued and unpaid interest will (including additional interest) on, all Securities shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because If an Event of Default described specified in clause SECTION 6.01(viii) or (6ix) with respect to the Company (excluding, for purposes of Section 6.1 has occurred and is continuingthis sentence, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such an Event of Default pursuant specified in SECTION 6.01(viii) or (ix) solely with respect to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Significant Subsidiary of the Company or waived by any group of Subsidiaries that in the holders aggregate would constitute a Significant Subsidiary of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1Company) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuingoccurs, the principal of, premium, if any, and accrued and unpaid interest on (including any additional interest) on, all the Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may rescind or annul an acceleration and its consequences if (1A) the rescission would not conflict with any judgment order or decree of a court of competent jurisdiction and decree, (2B) all existing Events of Default, other than except the nonpayment of the principal of, premium, if any, or interest (including and interest on the Securities additional interest) that have has become due solely by such declaration because of the acceleration, have been cured or waivedwaived and (C) all amounts due to the Trustee and the Securities Agent under SECTION 7.07 have been paid.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default described specified in clause (7Sections 6.01(g) of Section 6.1or 6.01(h) occurs with respect to the Issuer) shall have occurred and is be continuing, the Trustee (at the written direction of, and as indemnified by, the registered Holders of not less than 25% in aggregate principal amount of Notes) or the registered Holders of not less than 25% in aggregate principal amount of Notes then outstanding may, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company Issuer and the Trustee, may, declare to be immediately due and the Trustee at the request of such Holders shall, declare payable the principal of, premium, if any, and accrued and unpaid interest, if any, on amount of all the Securities Notes then outstanding, plus accrued but unpaid interest to be due and payablethe date of acceleration. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7Sections 6.01(g) of Section 6.1 above occurs and is continuingor 6.01(h) with respect to the Issuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities will become and Notes shall be immediately due and payable immediately without any declaration or other act on the part of by the Trustee or the Holder of the Notes. After any Holders. The such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes may, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee and its consequences the Issuer, rescind and annul any declaration of acceleration (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2ii) if all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. 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 described with respect to the Company specified in clause Section 6.01(h) or (7i)) of Section 6.1) occurs shall occur and is be continuing, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities by notice in writing to the Company (and the Trustee, may, and to the Trustee at if given by the request of such Holders shall, Holders) may declare the principal ofAccreted Value of all of the outstanding Securities, premiumtogether with all accrued and unpaid interest, if any, thereon, as of such date of declaration to be immediately due and payable (provided that Securities whose Accreted Value remains unpaid after such date of declaration shall continue to accrete pursuant to the definition of "Accreted Value" and accrue interest as provided in the Securities); provided, -------- however, that after such acceleration, but before a judgment or decree based on ------- acceleration, the Holders of a majority in aggregate principal amount at maturity of outstanding Securities may rescind and annul such acceleration if all Defaults, (other than the non-payment of Accreted Value or principal of and interest on the Securities which has become due solely by virtue of such acceleration), have been cured or waived as provided in this Indenture. Upon any such declaration pursuant to the immediately preceding sentence, the Accreted Value and accrued and unpaid interest, if any, on all the Securities to be shall become immediately 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described with respect to the Company specified in clause Section 6.01(h) or (7i) of Section 6.1 above occurs and is continuingoccurs, the principal ofAccreted Value of all of the outstanding Securities, premiumtogether with all accrued and unpaid interest, if any, and accrued and unpaid interest on all the Securities thereon, will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders Holder (provided that Securities whose Accreted Value remains unpaid after the date of a majority in principal amount such Event of the outstanding Securities may waive all past defaults (except with respect Default shall continue to nonpayment of principal, premium or interest) and rescind any such acceleration with respect accrete pursuant to the Securities definition of "Accreted Value" and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than accrue interest as provided in the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedSecurities).

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default described specified in clause (7h) or (i) of Section 6.16.01 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 outstanding Securities by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest, if any, interest to the date of acceleration on all the outstanding Securities to be due and payable. Upon payable immediately and, upon any such a declaration, such principalprincipal amount (and premium, premium if any) and accrued and unpaid interest interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, will be become immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7h) or (i) of Section 6.1 above occurs and is continuing6.01 with respect to the Company occurs, the all unpaid principal of, premium, if any, of and accrued and unpaid interest on all the outstanding Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may rescind an acceleration and its consequences if all existing Events of Default (1other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee (i) shall have failed to act for a period of 60 days after receiving written notice of a court continuing Event of competent jurisdiction Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount at maturity of Securities outstanding, (ii) shall have been offered indemnity reasonably satisfactory to it and (2iii) all existing Events shall not have received from the Holders of Defaulta majority in aggregate principal amount at maturity of the outstanding Securities a direction inconsistent with such request. However, other than the nonpayment such limitations do not apply to a suit instituted by a Holder of any Security for enforcement of payment of the principal of, premium, if any, and of or interest on such Security on or after the Securities that have become due solely by such declaration date therefor (after giving effect to the grace period specified in clause (b) of acceleration, have been cured or waivedthe first paragraph of this Article Six).

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (78) or (9) of Section 6.1Subsection 8.1(a)) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if anyamount, and all accrued and unpaid interest, and any premium, including any Make-Whole Premium, and Registration Default Payment, if any, to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (78) or (9) of Section 6.1 above Subsection 8.1 (a) occurs and is continuingcontinuing with respect to the Company, the principal ofamount, and all accrued and unpaid interest, and any premium, including any Make-Whole Premium, and Registration Default Payment, if any, and accrued and unpaid interest on all of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) 8) of Section 6.18.1 with respect to the Issuer) occurs and is continuing, the Trustee may, by notice to the CompanyIssuer, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company Issuer and the Trustee, may, declare all unpaid principal plus accrued and the Trustee at the request of such Holders shall, declare the principal of, premiumunpaid interest (including Additional Interest), if any, and accrued and unpaid interest, if any, to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7) 8) of Section 6.1 above 8.1 occurs with respect to the Issuer, all unpaid principal of the Securities then outstanding plus accrued and is continuing, the principal of, premiumunpaid interest (including Additional Interest), if any, and accrued and unpaid interest on all the Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(f) or (7g)) of Section 6.1) occurs shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In by notice in writing to the event of a declaration of acceleration of Company specifying the Securities because an respective Event of Default described in clause (6) and that it is a "notice of Section 6.1 has occurred acceleration", and is continuing, the declaration of acceleration of the Securities same 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto become immediately due and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 6.01(f) or (7g) of Section 6.1 above occurs and is continuing, the then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Securities will shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders At any time after a declaration of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities as described in the preceding paragraph, the Holders of at least 75% in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2ii) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have 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) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Holder shall have received an Officers' Certificate 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 described specified in clause (78) or (9) of Section 6.1) occurs shall occur and is continuingbe continuing under this Indenture, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securities by written notice to the Company Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare (an “acceleration declaration”) the principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding amounts owing under the Securities Notes to be due and payable. Upon such a acceleration declaration, such principal, premium the aggregate principal of and accrued and unpaid interest will be interest, if any, on the outstanding Notes shall become due and payable immediately. In the event of a declaration of At any time after such acceleration of the Securities because an Event of Default described in clause (6) of pursuant to this Section 6.1 has occurred and is continuing6.2, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if if: (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (2) all existing Events of Default, Default have been cured or waived other than the nonpayment of accelerated principal and interest; (3) to the principal ofextent the payment of such interest is lawful, premium, if any, and interest on the Securities that have overdue installments of interest and overdue principal, which has become due solely otherwise than by such declaration of acceleration, has been paid; (4) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by applicable law.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default described specified in clause (7Sections 6.01(g) of Section 6.1or 6.01(h) occurs with respect to the Issuer) shall have occurred and is be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of Notes then outstanding may, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company Issuer and the Trustee, may, declare to be immediately due and the Trustee at the request of such Holders shall, declare payable the principal of, premium, if any, and accrued and unpaid interest, if any, on amount of all the Securities Notes then outstanding, plus accrued but unpaid interest to be due and payablethe date of acceleration. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7Sections 6.01(g) of Section 6.1 above occurs and is continuingor 6.01(h) with respect to the Issuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities will become and Notes shall be immediately due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any Holders. The such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes may, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee and its consequences the Issuer, rescind and annul any declaration of acceleration (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2ii) if all existing Events of Default, Default have been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely because of the nonpayment acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a default under the Escrow Agreement, the Holders shall have the right to direct the exercise of the remedies of the Trustee under the Escrow Agreement. In the event of an acceleration of the principal of, premium, if any, of and interest on the Securities that have become due solely by such declaration Notes prior to the termination of accelerationthe Escrow Agreement, have been cured or waivedthe Trustee shall deliver to the Escrow Agent a direction to liquidate the Escrow Property and release the Escrow Property as set forth in the Escrow Agreement.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7f) or (g) of Section 6.1) occurs and is continuing, the Trustee by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7f) or (g) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of the Securities may not enforce this Indenture, the Security Documents or the Securities except as provided in this Indenture. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.1 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 (e) of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on Securities has been obtained by the Trustee as provided in this Indenture. If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Applicable Prepayment Premium and Additional Amounts and unamortized discount on the Securities payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early termination and the Issuers agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities shall also be payable in the event the Obligations (and/or this Indenture or the Securities evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND ADDITIONAL AMOUNTS AND ANY UNAMORTIZED DISCOUNT ON THE SECURITIES IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers expressly agree that: (A) the Applicable Prepayment Premium and Additional Amounts and any discount on the Securities provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Issuers giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities to the Holders as herein described is a material inducement to the Holders to purchase the Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee hereinafter provided in this Article, the Holders of at least a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalSecurities, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Issuers and the Trustee, may rescind and annul such declaration and its consequences if if: (1) rescission would not conflict The Issuers have paid or deposited with the Trustee a sum sufficient to pay: (A) the principal of any judgment Securities which have become due otherwise than by such declaration of acceleration (including any Securities required to have been purchased on a Change of Control Payment Date or decree a Purchase Date pursuant to a Change of Control Offer, an Offer to Purchase or a court Loss Proceeds Offer, as applicable, made by the Issuers) and Additional Amounts, if any, and the Applicable Prepayment Premium and, to the extent that payment of competent jurisdiction such interest is lawful, any interest thereon at the rate provided therefor in the Securities; (B) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided therefor in the Securities, and all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amount due under Section 7.7; and (2) all existing Events of Default, other than the nonpayment non-payment of the principal ofof or interest on, premium, if any, and interest on the Securities that Notes which have become due solely by such declaration of acceleration, have been cured or waivedwaived as provided in Section 6.5. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (6) or (7) of Section 6.1above with respect to the Company) occurs shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in the then outstanding principal amount of the Notes may declare the principal of and accrued interest on all the then outstanding Securities Notes to be due and payable by notice in writing to the Company and the Trustee, mayTrustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be same shall become immediately due and payable. Upon such . (b) At any time after 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) to the annulment Notes as described in Section 6.02(a), the Holders of a majority in the then outstanding principal amount of the acceleration of Notes may rescind and cancel such declaration and its consequences: (i) if the Securities rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2ii) if all existing Events of Default, Default have been cured or waived except nonpayment of principal, premium principal or interest on the Securities that became has become due solely because of the acceleration 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 SecuritiesCompany has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, have been cured disbursements and advances. No such rescission shall affect any subsequent Default or waived. impair any right consequent thereto. (c) If an Event of Default described specified in clause (6) or (7) of Section 6.1 above with respect to the Company occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Securities will then outstanding Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedHolder.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) of Section 6.1) occurs and is continuing, either the Trustee by notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal ofPrincipal Amount, premiumtogether with accrued and unpaid interest, if any, to the date of declaration on all the Securities to be immediately due and payable, whereupon such Principal Amount, together with accrued and unpaid interest, if any, shall be due and payable immediately; provided that, if an Event of Default specified in clauses (f) or (g) to Section 6.01 occurs and is continuing, the Principal Amount, together with accrued and unpaid interest, if any, on all the Securities 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 date of the Securities because an Event occurrence of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalat the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal ofPrincipal Amount, premiumtogether with accrued and unpaid interest, if any, and interest on the Securities that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default with respect to any series of Securities at the time outstanding (other than an Event of Default described specified in clause Section 6.01(5) or (76) of Section 6.1with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount Principal Amount at Maturity of the such outstanding Securities series of Securities, by notice to the Company and the TrusteeIssuer, may, and the Trustee at the request of such Holders shall, may declare the principal of, premiumIssue Price (or, if anysuch series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued and Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest, if any, ) and accrued Contingent Interest to the date of declaration on all the such series of Securities to be immediately due and payable. Upon such a declaration, such principalIssue Price (or, premium if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) and Original Issue Discount (or, if such series of 49 Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued and unpaid interest will Contingent Interest shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(5) or (76) occurs, the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of Section 6.1 above occurs and is continuing, the principal of, premiumaccrued Original Issue Discount (or, if anysuch series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued and unpaid interest Contingent Interest to the occurrence of such event on all the such series of Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount Principal Amount at Maturity of the outstanding any series of Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration of such series and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived with respect to such series except nonpayment of the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) or Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) or accrued Contingent Interest that has become due solely because of acceleration. 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 described specified in clause Section 8.1(5) or (7) of Section 6.16)) 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 Securities may, by notice to the Company and the Trustee, may, and the Trustee at shall, upon the request of such Holders shallHolders, declare the all unpaid principal of, premium, if any, of and accrued and unpaid interest, if any, interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 8.1(5) or (76) occurs, all unpaid principal of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1i) all existing Events of 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; (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 any Security which has become due otherwise then by such declaration of acceleration, and (c) to the extent the payment of such interest is lawful, 50 56 interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2iv) all existing Events payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of Defaultany acceleration pursuant to this Section 8.2, other than the nonpayment 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 principal ofSecurities, premium, 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 any, and interest on it had then elected to redeem the Securities that have 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 solely and payable to the extent permitted by such declaration of acceleration, have been cured or waivedlaw.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(a)(7) or (7) of Section 6.18) with respect to the Company) occurs and is continuing, the Trustee by notice to the CompanyCompany in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice in writing to the Company and the TrusteeCompany, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and but unpaid interest, if any, interest on all the Securities to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In ; PROVIDED, HOWEVER, that if upon such declaration there are any amounts outstanding under the event of a declaration of acceleration New Credit Facility and the amounts thereunder have not been accelerated, such amounts shall be due and payable upon the earlier of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default time such amounts are accelerated or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured five Business Days after receipt by the Company or a Restricted Subsidiary and the Representative of the Company or waived by lenders under the holders New Credit Facility of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedsuch declaration. If an Event of Default described specified in clause Section 6.01(a)(7) or (7) of Section 6.1 above occurs and is continuing8) with respect to the Company occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities will shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Defaults or Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due because of such acceleration. 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 described specified in clause Section 6.01(f) or (7g) of Section 6.1hereof with respect to Holdings) occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 2530% in principal amount of outstanding Notes (with a copy to the outstanding Securities Trustee) by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Issuers may declare the principal of, premium, if any, and accrued and but unpaid interest, if any, interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(f) or (7g) of Section 6.1 above occurs and is continuingwith respect to Holdings occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose Holdings delivers an Officers’ Certificate to the Trustee stating that (1x) rescission would not conflict with any judgment the Indebtedness or decree guarantee that is the basis for such Event of a court Default has been discharged 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 competent jurisdiction and Default or (2z) all existing Events the default that is the basis for such Event of DefaultDefault has been cured, other than the nonpayment it being understood that in no event shall an acceleration of the principal ofamount of the Notes as described above be annulled, premium, if any, and interest on waived or rescinded upon the Securities that have become due solely by happening of any such declaration of acceleration, have been cured or waivedevents.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause (7Section 6.1(a)(vi) of or Section 6.16.1(a)(vii) occurs with respect to the Parent Guarantor or the Company) has occurred and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Outstanding Notes may declare the unpaid principal of, premium, if any, of and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will Notes to be immediately due and payable by notice in writing to the Company (if given by the Trustee or the Holders) and the Trustee (if given by the Holders) specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(vi) or Section 6.1(a)(vii) occurs with respect to the Parent Guarantor or the Company, then the unpaid principal of and premium, if any, and accrued and unpaid interest on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in aggregate principal amount of the outstanding Securities then Outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences consequences: (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2ii) if all existing Events of DefaultDefault have been cured or waived, other than the except nonpayment of the principal of, premium, if any, and or interest on the Securities that have 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, have has been cured paid; and (iv) if the Company has paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances outstanding at that time. No rescission shall affect any subsequent Default or waivedimpair any rights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default described with respect to the Company specified in clause clauses (7h) or (i) of Section 6.17.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interestthrough the date of such declaration on, if any, on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company specified in clause (7g) or (i) of Section 6.1 above occurs and is continuing7.01 occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority two-thirds in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such the Holders originally causing the acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premiumplus accrued and unpaid interest (including Additional Interest, if any) on, and interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 6.7 of the Base Indenture have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an any Event of Default occurs (other than an Event of Default described specified in clause (7g) or (h) of Section 6.16.1 hereof) occurs and is continuing, then the Trustee by notice to Trustee, upon request of the CompanyHolders of at least 25% in principal amount of the Notes then outstanding, or the Holders of at least 25% in principal amount of the Notes then outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, premium and accrued and unpaid interest, if any, on all the Securities Senior Notes to be due and payable by notice in writing to Financeco or Solectron, and the Trustee specifying the respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon such Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.1 hereof occurs with respect to Financeco, Solectron, any Restricted Subsidiary that is a declarationSignificant Subsidiary or any group of Restricted Subsidiaries that, such principaltaken together, premium and accrued and unpaid interest will would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default immediately without further action or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersnotice. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may on behalf of the Holders rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default (except nonpayment of the principal ofprincipal, premium, if any, and interest on the Securities or premium that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. (b) If an Event of Default occurs on or after March 15, 2011, which is finally determined by a court of competent jurisdiction in a judgment which is no longer subject to appeal to have been by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Financeco or Solectron with the intention of avoiding payment of the premium that Financeco would have had to pay if Financeco or Solectron then had elected to redeem the Notes pursuant to Section 3.7 hereof, then, upon acceleration of the Notes, an equivalent premium shall then be due and payable, to the extent permitted by law, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to March 15, 2011, which is finally determined by a court of competent jurisdiction in a judgment which is no longer subject to appeal to have been by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Financeco or Solectron with the intention of avoiding any prohibition on redemption of the Notes prior to March 15, 2011, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on March 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence): 2006 108.000 % 2007 107.200 % 2008 106.400 % 2009 105.600 % 2010 104.800 %

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (78) or (9) of Section 6.1) occurs shall occur and is continuingbe continuing under this Indenture, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securities by written notice to the Company Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare (an “acceleration declaration”) the principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding amounts owing under the Securities Notes to be due and payable. Upon such a acceleration declaration, such principal, premium the aggregate principal of and accrued and unpaid interest will be interest, if any, on the outstanding Notes shall become due and payable immediately. In the event of a declaration of At any time after such acceleration of the Securities because an Event of Default described in clause (6) of pursuant to this Section 6.1 has occurred and is continuing6.2, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if if: (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (2) all existing Events of Default, Default have been cured or waived other than the nonpayment of accelerated principal and interest; (3) to the principal ofextent the payment of such interest is lawful, premium, if any, and interest on the Securities that have overdue installments of interest and overdue principal, which has become due solely otherwise than by such declaration of acceleration, has been paid; (4) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by applicable law.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(6) or (7) of Section 6.1with respect to the Company) occurs and is continuingcontinuing and has not been waived pursuant to Section 6.04, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by written notice to the Company and the Trustee, may, and the Trustee at shall, upon the request of such Holders shallHolders, declare the aggregate principal ofamount of the Securities outstanding, premium, if any, and together with accrued and but unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium payable by notice in writing to the Company and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of Trustee specifying the Securities because an respective Event of Default described in clause and that it is a "notice of acceleration" (6) of Section 6.1 has occurred the "ACCELERATION NOTICE"), and is continuing, the declaration of acceleration of the Securities same 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto become immediately due and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 6.01(6) or (7) of Section 6.1 above occurs and is continuingcontinuing with respect to the Company, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. The Holders of a majority in principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee) may rescind and cancel a declaration of acceleration and its consequences if (1i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction, (2ii) all existing Events of DefaultDefault have been cured or waived, other than the nonpayment except non-payment of the principal of, premium, if any, and or interest on the Securities that which have become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate as specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in Sections 6.01(6) and (7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waivedwaived and the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. 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 described specified in clause Section 6.01(4) or (7) of Section 6.15)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee by notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, maymay declare the Issue Price and accrued Original Issue Discount to the date of declaration, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and any accrued and unpaid interest (including contingent interest, if any) to the date of such declaration, on all the Securities to be immediately due and payable. Upon , whereupon such a declarationIssue Price and accrued Original Issue Discount, and such principal, premium and accrued and unpaid interest will (including contingent interest), if any, shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because ; provided -------- that, if an Event of Default described specified in clause Section 6.01(4) or (65) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, Issue Price and accrued and unpaid interest Original Issue Discount on all the Securities will to the date of the occurrence of such Event of Default shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalat the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, Issue Price and interest on the Securities accrued Original Issue Discount that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. 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 described specified in clause (7) or (8) of Section 6.16.01 with respect to the Issuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the CompanyIssuer, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company Issuer and the Trustee, may, and may declare (an “acceleration declaration”) all amounts owing under the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Upon such declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuingacceleration, the declaration aggregate principal of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will outstanding Notes shall 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 acceleration, the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the such outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if acceleration: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and interest on the Securities that have has become due solely because of this acceleration; (3) 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; (4) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (5) in the event of a cure or waiver of an Event of Default of the type set forth in Section 6.01(7) or (8), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7g) or (h) of Section 6.18 .1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and declare all unpaid principal to the Trustee at the request date of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7g) or (h) of Section 6.1 above occurs and is continuing8.1 occurs, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(g) or (7h) of Section 6.1with respect to the Issuers) occurs and is continuing, the Trustee by written notice to the Company, Issuers or the Holders of at least 2530% in principal amount of the outstanding Securities by written notice to the Company Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and but unpaid interest, if any, interest on all the Securities to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(g) or (7h) of Section 6.1 above occurs and is continuingwith respect to the Company or Co-Issuer occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration. 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(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default, other than as a result of the acceleration of the Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 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 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) 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 described specified in clause Section 6.01(a)(10) or (711) of Section 6.1with respect to the Issuer) occurs and is continuing, the Trustee by notice to the CompanyIssuer in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Debentures by notice in writing to the Company and the TrusteeIssuer, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and but unpaid interest, if any, interest on all the Securities Debentures to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In Notwithstanding the event of a declaration of acceleration of the Securities because foregoing, if an Event of Default described specified in clause Section 6.01(a)(10) or (611) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) to the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuingIssuer occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Securities will 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 Holders. The Debentureholders. (b) At any time after a declaration of acceleration with respect to the Debentures as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the outstanding Securities Debentures may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences consequences: (i) if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2ii) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have 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, have has been cured paid; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.110.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, declare all unpaid principal of plus accrued and the Trustee at the request of such Holders shall, declare the principal of, premiumunpaid interest (including Contingent Interest and Additional Interest, if any, and accrued and unpaid interest, if any, ) on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7) or (8) of Section 6.1 above occurs and is continuing10.1 occurs, the all unpaid principal of, premium, if any, and of plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences if (1) rescission would not conflict with any before a judgment or decree for the payment of a court of competent jurisdiction and money has been obtained by the Trustee if (2a) all existing Events of Default, other than the nonpayment of the principal of, premiumof plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any, and interest ) on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (b) all payments due to the Trustee and any predecessor Trustee under Section 11.7 have been made. 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 described specified in clause (7f) or (g) of Section 6.16.1 with respect to the Company) occurs shall occur and is be continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities Notes by written notice to the Company (and the Trustee, may, and the Trustee at the request of if such Holders shall, notice is given by such Holders) may declare the principal of and accrued and unpaid interest on the Notes to be due and payable immediately, which notice shall specify the respective Events of Default and that it is a "Notice of Acceleration". Upon any such declaration, the entire principal amount of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be Notes shall become immediately due and payable. Upon such a declarationNotwithstanding the foregoing, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Securities because if an Event of Default described specified in clause (6f) or (g) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant with respect to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Securities will 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 HoldersHolder. The Holders of not less than a majority in aggregate principal amount of the then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect Notes by written notice to the Securities Company and the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel an acceleration and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of the acceleration; (3) 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; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of the description above of Events of Default, 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. 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 Section 6.1(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 20 day period which has not been cured or waived during such period.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 11(6) or (7) as a result of Section 6.1a case or proceeding in which the Company is the subject debtor) 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 Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, amount and accrued and unpaid interest, interest to the date of acceleration on the Notes then outstanding (if any, on all the Securities to be not then due and payable. Upon such a declaration, such principal, premium ) to be and accrued and unpaid interest will be become due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuingand, upon any such declaration, the declaration of acceleration of the Securities same 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction become due and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause Section 11(6) or (7) as a result of Section 6.1 above occurs and a case or proceeding in which the Company is continuingthe subject debtor occurs, the principal of, premium, if any, amount and accrued and unpaid interest on all the Securities will Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any Holder. Except as otherwise provided in this Agreement, upon payment of the Trustee or any Holders. The Holders of a majority in principal amount of and interest, together with any default interest, on the outstanding Securities Notes all of the Company's obligations under the Notes and this Agreement shall terminate. The Majority Holders may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Securities and its consequences if (1i) all existing Events of Default, other than the non-payment of the principal of, or the Prepayment Premium, if any, on, the Notes which has become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal or Prepayment Premium, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events jurisdiction. No rescission of Default, other than an acceleration under the nonpayment preceding sentence shall extend to or affect any subsequent Event of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured Default or waivedDefault or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(7) or Section 6.01(8) above that occurs with respect to Parent, either of Section 6.1the Issuers or any Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company, or the Holders of at least 2525.0% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company Issuers (and to the TrusteeTrustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders shallof at least 25.0% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued and unpaid interest, if any, interest on all the Securities Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principalprincipal of, premium premium, if any, and accrued and unpaid interest will be immediately due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described set forth in clause (6Section 6.01(5) of Section 6.1 above has occurred and is continuing, the such declaration of acceleration of the Securities shall will be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6Section 6.01(5) of Section 6.1 shall be remedied or cured by Parent, the Company Issuers or a Restricted the relevant Significant Subsidiary of the Company or waived by the holders Holders of the relevant Indebtedness within 20 60 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedthereto. If an Event of Default described specified in clause (7Section 6.01(7) of or Section 6.1 6.01(8) above occurs and is continuingwith respect to Parent, either of the Issuers or any Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on all on, the Securities Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. However, the effect of this provision may be limited by applicable law. The Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Issuers and to the Trustee, may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such and annul a declaration of acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.if:

Acceleration. If an Event of Default (other than an Event of Default described relating to the Company and specified in clause clauses (7vii) or (viii) of Section 6.16.1(a)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities may, by written notice to the Company (and to the Trustee, if given by the Holders), and the Trustee shall upon the request of Holders of not less than 25% in aggregate principal amount of the outstanding Securities Securities, by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shallCompany, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding to be due and payable immediately, and the same shall become immediately due and payable. If an Event of Default relating to the Company and specified in clauses (vii) or (viii) of Section 6.1 (a) occurs and is continuing, the unpaid principal of, premium and accrued and unpaid interest on all the 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 HoldersHolder. The Holders of of, in the aggregate, at least a majority in principal amount of the then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if all existing Events of Default (1except the nonpayment of principal and interest on the Securities that has become due solely as a result of the acceleration of the Securities) have been cured or waived and if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described in clause (7) of Section 6.1) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event Event of default Default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive any or all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7vii) of Section 6.1above with respect to the Company) occurs and is continuing, then the Trustee by notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the outstanding Securities may, by notice to the Company and the Trustee, maywritten notice, and the Trustee at upon the request of such the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, declare the principal of, premium, amount plus accrued interest (if any, and accrued and unpaid interest, if any, ) on all Securities on the Securities date of such declaration to be due and payablepayable immediately (the "Default Amount"). Upon such a declaration, such principal, premium and accrued and unpaid interest will be the Default Amount shall become due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7vii) of Section 6.1 above with respect to the Company occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest on all the Securities will Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, the Holders of a majority in aggregate principal amount of the outstanding Securities may waive may, by notice to the Trustee, rescind such declaration of acceleration if all past defaults (except with respect to existing Events of Default have been cured or waived, other than nonpayment of principal, premium or interest) and rescind any the Default Amount that has become due solely as a result of such acceleration with respect to and if the Securities and its consequences if (1) rescission of acceleration would not conflict with any judgment or decree of by a court of competent jurisdiction and (2) all existing Events jurisdiction. The Holders of Default, other than a majority in aggregate principal amount of the nonpayment outstanding Securities also have the right to waive past defaults hereunder except a default in the payment of the principal of, premium, if any, and or interest on any Security, or in respect of a covenant or a provision which cannot be modified or amended without the Securities that have become due solely by such declaration consent of acceleration, have been cured or waivedall Holders.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.18.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, declare all unpaid principal and the Trustee at the request of such Holders shall, declare the principal of, premiuminterest (including Additional Interest, if any, and accrued and unpaid interest, if any, ) to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7) or (8) of Section 6.1 above occurs 8.1 occurs, all unpaid principal and is continuing, the principal of, premiuminterest (including Additional Interest, if any, and accrued and unpaid interest on all ) of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal and interest (including Additional Interest, if any) of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest at a rate of 3% per annum on overdue installments of interest (including Additional Interest, if any) and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause 7.01 (7a)(iv) of Section 6.1or 7.01 (a)(v)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Securities by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities then outstanding to be due and payable. Upon such a declaration, such principal, premium the principal and accrued and unpaid interest will be shall become due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause immediately (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities but payment thereof shall be automatically annulled if subject to the event terms 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedArticle Four hereof). If an Event of Default described specified in clause (77.0l(a)(iv) or 7.01(a)(v) occurs, all unpaid principal of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder (but payment thereof shall be subject to the terms of Article Four hereof). Upon payment of such principal and interest, all of the Company's obligations under such Securities and this Indenture, other than its obligations under Section 8.07, shall terminate. The Holders of a majority in principal amount of the Securities then outstanding Securities by written notice to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Securities such Security and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of such Securities which has become due solely by such declaration of acceleration, have been cured or waived, (b) to the extent the payment of such interest is lawful, interest on overdue principal and interest, which has become due otherwise than by such declaration of acceleration, has been paid, (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction, and (2d) all existing Events payments due to the Trustee and any predecessor Trustee under Section 8.07 have been made. Anything herein contained to the contrary notwithstanding, in the event of Defaultany acceleration pursuant to this Section 7.02, other than the nonpayment 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 the terms of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedSecurities.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default described in clause (7) of Section 6.1) occurs and is continuing, the Trustee by notice a bankruptcy default with respect to the Company, occurs and is continuing under this Indenture with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes then outstanding, by written notice to the Company (and to the TrusteeTrustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued and unpaid interest, if any, interest on all the Securities Notes to be immediately 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 acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuingCompany, the declaration principal of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 accrued interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes then outstanding will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holder. (b) The Holders of a majority in principal amount of the outstanding Securities Notes by written notice to the Company and to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such and annul a declaration of acceleration with respect to the Securities and its consequences if if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities Notes that have become due solely by such the declaration of acceleration, have been cured or waivedwaived and all amounts owed to the Trustee have been paid, and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction (c) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) under Section 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts owed to the Trustee have been paid.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (74) or (5) of Section 6.18.1) 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 aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request declare all unpaid principal of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities outstanding on the date of acceleration (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (74) or (5) of Section 6.1 above occurs and is continuing8.1 with respect to the Company occurs, the principal of, premium, if any, and accrued and unpaid interest on all of the Securities then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Any payments by the Company on the Securities following such acceleration will be subject to the subordination provisions of Article 5 to the extent provided therein. After an acceleration, but before a judgment or decree based on acceleration relating thereto by any federal or state court of competent jurisdiction has been entered or issued, the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee and the Company may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities or other specified amount which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid or deposited with the Trustee; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7) of Section 6.1or ) 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 at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the Notes due and payable at their principal of, premiumamount together with accrued interest (including Liquidated Damages, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable). Upon such a declarationdeclaration of acceleration, such principal, premium principal and accrued and unpaid interest will to the date of payment shall be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described is cured prior to any such declaration by the Trustee or the Holders, the Trustee and the Holders shall not be entitled to declare the Notes due and payable as provided herein as a result of such cured Event of Default and any such cured Event of Default shall be deemed waived by the Holders and the Trustee. If an Event of Default specified in clause (7) of Section 6.1 Sections or above occurs and is continuing, then the principal of, premiumand the accrued interest (including Liquidated Damages, if any, and accrued and unpaid interest ) on all the Securities will Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersNoteholders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes at the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Noteholder) may rescind or annul an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal of, premiumand any accrued cash interest (including Liquidated Damages, if any, and interest on the Securities ) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(e) or (7f) in respect of Section 6.1the Company) occurs and is continuing, the Trustee by notice written Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), if anyincluding accrued and unpaid Contingent Cash Interest, through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such principalIssue Price plus accrued Original Issue Discount, premium and such accrued and unpaid interest will interest, if any, shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because If an Event of Default described specified in clause Section 6.01(e) or (6f) occurs in respect of Section 6.1 has occurred the Company and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto Issue Price plus accrued Original Issue Discount and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid cash interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), including accrued and unpaid Contingent Cash Interest, on all the Securities will shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalat the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and its consequences if (1) rescission would not conflict with without notice to any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.other

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (6) or (7) of Section 6.18.01(a)) occurs and is continuingcontinuing with respect to the Company, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premiumIssue Price plus the accrued Original Issue Discount and accrued and unpaid cash interest, if any, and accrued and unpaid interestLiquidated Damages, if any, through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such principalIssue Price plus accrued Original Issue Discount, premium and such accrued and unpaid interest will cash interest, if any, and such accrued and unpaid Liquidated Damages, if any, shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because If an Event of Default described specified in clause Section 8.01(a)(6) or (67) occurs in respect of Section 6.1 has occurred the Company and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto Issue Price plus accrued Original Issue Discount and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction accrued but unpaid cash interest and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premiumLiquidated Damages, if any, and accrued and unpaid interest on all the Securities will shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on of the Securities that which have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. 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 described specified in clause (78) or (9) of Section 6.1) occurs shall occur and is continuingbe continuing under this Indenture, either the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securities by written notice to the Company Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare (an “acceleration declaration”) the principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding amounts owing under the Securities Notes to be due and payable. Upon such a acceleration declaration, such principal, premium the aggregate principal of and accrued and unpaid interest will be interest, if any, on the outstanding Notes shall become due and payable immediately. In the event of a declaration of At any time after such acceleration of the Securities because an Event of Default described in clause (6) of pursuant to this Section 6.1 has occurred and is continuing6.2, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any annul such acceleration with respect to the Securities and its consequences if if: (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (2) all existing Events of Default, Default have been cured or waived other than the nonpayment of accelerated principal and interest; (3) to the principal ofextent the payment of such interest is lawful, premium, if any, and interest on the Securities that have overdue installments of interest and overdue principal, which has become due solely otherwise than by such declaration of acceleration, has been paid; (4) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clauses (8) or (9) of Section 6.1 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other action or notice on the part of the Trustee or any Holder of the Notes to the extent permitted by applicable law. (b) Any notice of Default, acceleration declaration or instruction to the Trustee to provide a notice of Default, acceleration declaration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than any Holder that is a Regulated Bank, an Initial Purchaser or its Affiliate (in each case, as evidenced by delivery of an Officer’s Certificate to the Trustee from such Initial Purchaser or Affiliate certifying as to its status as an Initial Purchaser or Affiliate thereof)) (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 is deemed at the time of providing a Noteholder Direction to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC, shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate that the Issuer has instituted litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Issuer provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied; provided that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by an Officer’s Certificate delivered to the Trustee) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. Notwithstanding anything in 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 the foregoing clauses. In addition, for the avoidance of doubt, the foregoing two paragraphs 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, Officer’s Certificate or other document delivered to it pursuant to the foregoing three paragraphs, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to 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. With 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 6.2(b). 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 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Other than in connection with actions resulting from the gross negligence, bad faith or willful misconduct of the Trustee, the Issuer 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 6.2(b), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.2(b). In connection with the requisite percentages required under this Indenture to exercise remedies, the Trustee shall be entitled to 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. The Issuer agrees that any and all other actions that the Trustee takes or omits to take in connection with this Section 6.2(b) and all fees, costs and expenses of the Trustee and its agents and counsel arising as a result of, or in connection with, the application of the foregoing provisions shall be covered by the Trustee related expense and indemnity provisions.

Acceleration. If an Event of Default (other than an Event of Default described with respect to the Company specified in clause (7) or (8) of Section 6.111.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 2533% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request declare all unpaid principal of such Holders shall, declare the principal of, premiumplus interest (including Contingent Interest, if any, and Additional Interest, if any) accrued and unpaid interest, if any, through the date of such declaration on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company specified in clause (7) or (8) of Section 6.1 above occurs 11.1 occurs, all unpaid principal of plus accrued and is continuing, the principal of, premiumunpaid interest (including Contingent Interest, if any, and accrued and unpaid interest Additional Interest, if any) on all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, of plus accrued and unpaid interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 12.6 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default described specified in clause Section 6.01(8) or (79) of Section 6.1with respect to any Issuer) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount Principal Amount at Maturity of the outstanding Securities by notice to the Company and the TrusteeIssuers, may, and the Trustee at the request of such Holders shall, may declare the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and accrued and Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest, if any, ) on all the Securities to be due and payable. Upon such a declaration, such principalIssue Price (or, premium if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) and Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued and but unpaid interest will interest) shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(8) or (79) with respect to any Issuer occurs, the Issue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of Section 6.1 above occurs and is continuing, the principal of, premiumOriginal Issue Discount (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, and accrued and but unpaid interest interest) on all the Securities will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount Principal Amount at Maturity of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of Issue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) or Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but <PAGE> 46 unpaid interest) that has become due solely because of acceleration. 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 described with respect to the Company specified in clause clauses (7i) or (j) of Section 6.18.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interestthrough the date of such declaration on, if any, on all the Securities then outstanding to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall thereupon become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described with respect to the Company specified in clause (7i) or (j) of Section 6.1 above occurs and is continuing8.01 occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any, and ) accrued and unpaid interest on through the date of such default on, all the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such the Holders originally causing the acceleration with respect by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (2b) all existing Events of Default, other than the nonpayment of the principal of, premiumplus accrued and unpaid interest on, if any, and interest on the Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 9.06 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If In the case of an Event of Default arising from either Section 6.01(8) or (9) with respect to Casella or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default described in clause (7) of Section 6.1) 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 Securities by notice to the Company and the TrusteeNotes may declare, may, and or such Holders may direct the Trustee at the request of such Holders shallto declare, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 At any time after a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) to the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default Notes as described in clause (7) of Section 6.1 above occurs and is continuingthe preceding paragraph, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) rescind and rescind any cancel such acceleration with respect to the Securities declaration and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Defaults have been cured or waived except nonpayment of the principal of, premium, if any, and or interest on the Securities that have has become due solely because of the acceleration; (3) 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; (4) if Casella has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of a Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such 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 described specified in clause (7Section 8.1(j) of or Section 6.18.1(k) with respect to the Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interestinterest (including Contingent Interest and Additional Interest, if any) on, on all the Securities Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will accelerated amount shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7Section 8.1(j) of or Section 6.1 above 8.1(k) occurs with respect to the Company and is continuing, the principal of, premium, if any, and accrued and unpaid interest on (including Contingent Interest and Additional Interest, if any) on, all the Securities will Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes at the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (1a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (2b) all existing Events of DefaultDefault have been cured or waived, other than the except nonpayment of the principal of, premium, if any, or any accrued and unpaid interest on the Securities (including Contingent Interest and Additional Interest, if any) that have become due solely by such declaration as a result of acceleration, acceleration and (c) all amounts due to the Trustee under Section 9.7 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described with respect to an Issuer or any Guarantor specified in clause clauses (7k) and (l) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or then the Holders of at least 25% in aggregate principal amount of the outstanding Securities may, by written notice to the Company Issuers, the Trustee and the Trustee, mayCollateral Agent, and the Trustee at upon the request of such the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, declare the principal of, premium, if any, and accrued and unpaid interestinterest on, if any, on all the Securities to be due and payablepayable immediately. Upon any such a declaration, declaration such principal, premium and accrued and unpaid interest will be principal shall become due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause (7k) or (l) of Section 6.1 above with respect to an Issuer or any Guarantor occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest on on, all the Securities will 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. After a declaration of acceleration under this Section 6.2, but before a judgment or decree for payment of the money due has been obtained by the Trustee and before any foreclosure (whether pursuant to judicial proceedings or otherwise), or the taking of ownership in lieu of foreclosure, upon any Collateral by the Collateral Agent (on behalf of the Trustee or Holders. The ), by the Trustee or at the direction of the Holders, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalSecurities, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Issuers and its consequences the Trustee, may rescind such declaration if (1a) the Issuers have paid or deposited with the Trustee or the Collateral Agent a sum sufficient to pay (i) all sums paid or advanced by the Trustee or the Collateral Agent under this Indenture, the Security Documents and the Intercreditor Agreements and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Agent and their respective agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Securities which has become due otherwise than by such declaration of acceleration; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2c) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. (a) If an Event of Default (other than an Event of Default described specified in clause Section 6.01(vi) or (7vii) of Section 6.1above) occurs and is continuingcontinuing (such Event of Default not having been waived as provided in Section 6.04), the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the notes immediately due and payable at their principal ofamount, premiumtogether with accrued and unpaid interest, if any. Upon such declaration of acceleration, the principal amount and accrued and unpaid interest, if any, to the date of payment on the aggregate principal amount of Notes at the time outstanding shall be immediately due and payable. (b) If an Event of Default specified in Section 6.01(vi) or (vii) above occurs and is continuing, then the principal and accrued and unpaid interest, if any, on all the Securities 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 aggregate principal amount of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities Notes then outstanding 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. . (c) The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes at the time outstanding, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee (and without notice to any other Holder), may rescind or annul a declaration of acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived (except nonpayment of the principal of, premium, if any, and any accrued cash interest on the Securities that have become due solely by such declaration as a result of acceleration, ) and if all amounts due to the Trustee under Section 7.06 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an ------------ Event of Default described specified in clause (7viii) or (ix) of Section 6.16.01 with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in of the principal amount of the outstanding Securities then outstanding, by written notice to the Company Issuer (and to the Trustee, mayif given by the Holders), may declare due and the Trustee at the request payable all of such Holders shall, declare the principal of, premium, and premium (if any, and accrued and unpaid interest, if any, on all ) of the Securities plus any accrued interest to be due and payablethe date of payment. Upon such a declarationdeclaration of acceleration, such principal, premium (if any) and accrued and unpaid interest will be to the date of such acceleration, shall immediately become due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (7viii) or (ix) of Section 6.1 above occurs and is continuingSection 6.01 with respect to the Issuer occurs, all of the principal of, premium, and premium (if any, and accrued and unpaid interest on all ) of the Securities will plus any accrued interest shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in of the outstanding principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by written notice to the Securities Trustee may rescind an acceleration and its consequences if (1i) all existing Events of Default, other than the nonpayment of principal of, premium (if any) or interest on, the Securities which have become due solely because of the acceleration, have been cured or waived, (ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel are duly reimbursed to the Trustee and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedjurisdiction.

Acceleration. If an Event of Default under Section 6.01 hereof (other than an Event of Default described specified in clause (7Section 6.01(7) of Section 6.1with respect to an Issuer) occurs shall occur and is be continuing, the Trustee by notice to acting at the Company, or written direction of the Holders of at least 25% in aggregate principal amount of the then total outstanding Securities of the affected series may declare the principal of the Securities and any accrued interest on the Securities to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable. Upon such declaration of acceleration, the aggregate principal amount of, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Trustee or any Holder of the Securities. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Securities may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on such Securities, have been cured or waived as provided in this Indenture. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Company Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under this Indenture and its consequences: (1) if the Trusteerescission would not conflict with any judgment or decree; (2) 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) to the extent the payment of such interest is lawful, mayinterest on overdue installments of interest and overdue principal, and which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Issuers have paid the Trustee at its reasonable compensation and reimbursed the request Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7) hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Holders shallEvent 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(7) hereof with respect to an Issuer occurs and is continuing, declare the then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the outstanding Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of the Securities. The No Holder of any Security will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the then outstanding Securities shall have made written request, and offered reasonable indemnity satisfactory to the Trustee, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except a direction inconsistent with respect such request and shall have failed to nonpayment of principalinstitute such proceeding within 60 days. Such limitations do not apply, premium or interest) and rescind any such acceleration with respect however, to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree a suit instituted by a Holder of a court Security for enforcement of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment payment of the principal of, of (and premium, if any, and ) or interest on such Security on or after the Securities that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waivedSecurity.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 6.01(7) of Section 6.1with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 2530% in aggregate principal amount of the Securities then outstanding Securities by written notice to the Company and the Trustee, may, and the Trustee at the written request of such the Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all amounts owing under the Securities to be due and payablepayable immediately. Upon such a declarationdeclaration of acceleration, such principal, premium the aggregate principal of and accrued and unpaid interest will be on the outstanding Securities shall immediately become due and payable immediatelypayable. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6Section 6.01(5) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default Default triggering such Event of Default pursuant to clause (6Section 6.01(5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities 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 premium, if any, or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7Section 6.01(7) of Section 6.1 above occurs and is continuing, the principal ofprincipal, premium, if any, and accrued and unpaid interest interest, if any, on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities may waive all past defaults Defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal ofprincipal, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 6.01(f) or (7g) of Section 6.1with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, Issuers (with a copy to the Collateral Agent) or the Holders holders of at least 25more than 30% in aggregate principal amount of the outstanding Securities Notes by notice to the Company Issuers, with a copy to the Trustee and the TrusteeCollateral Agent, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and but unpaid interest, if any, interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 6.01(f) or (7g) of Section 6.1 above occurs and is continuingwith respect to the Company occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee Trustee, the Collateral Agent or any Holdersholders. The Holders In the event of a majority any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee, the Collateral Agent or the holders of the Notes, if within 20 days after such Event of Default arose the Issuers deliver an Officer’s Certificate to the Trustee and the Collateral Agent stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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) 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 outstanding Securities may waive all past defaults (except with respect to nonpayment Notes as described above be annulled, waived or rescinded upon the happening of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waivedevents.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause Section 7.01(f) or (7g) with respect to either of Section 6.1the Co-obligors or a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the Holders of Lenders holding at least 25% in principal amount of the outstanding Securities Loans, by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Administrative Agent shall declare that the principal of, premium, if any, and accrued and but unpaid interest, if any, interest on all the Securities to be Loans outstanding is due and payable. Upon the Administrative Agent’s notification to the Company of such a declaration, such principal, premium principal and accrued and unpaid interest will shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described specified in clause Section 7.01(f) or (7g) with respect to either of Section 6.1 above occurs and is continuingthe Co-obligors or a Significant Subsidiary occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will entire principal amount of the outstanding Loans shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Administrative Agent or any HoldersLenders. The Holders Lenders of a majority in principal amount of the Loans outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Administrative Agent may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration. 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 7.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the Lenders, if within 20 days after such Event of Default arose the Co-obligors deliver an Officers’ Certificate to the Administrative Agent 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 Loans as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If In the case of an Event of Default (other than an Event of Default described specified in clause (7) or (8) of Section 6.1) 6.01 hereof, with respect to Suburban Propane, Finance Corp. or any Significant Subsidiary of Suburban Propane, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, Notes may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities 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 Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuingUpon any such declaration, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect Notes by written notice to the Securities Trustee may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if consequences: (1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (2) if all existing Events of Default, other than the Default (except nonpayment of the principal ofprincipal, premiuminterest or premium or Liquidated Damages, if any, and interest on the Securities that have has become due solely by such declaration because of the acceleration, ) have been cured or waived; (3) to the extent the payment of such interested is lawful, if interest on overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration has been paid; (4) if the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 6.01, if the Trustee shall have received an Officers' Certificate 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.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (7Section 8.1(j) of or Section 6.18.1(k) with respect to the Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Guarantors or Significant Subsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and Accreted Principal Amount plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, on all the Securities Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will accelerated amount shall be due and payable immediately. In the event of a declaration of acceleration of the Securities because If an Event of Default described specified in clause (6Section 8.1(j) of or Section 6.1 has occurred 8.1(k) occurs with respect to the Company and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto Accreted Principal Amount plus accrued and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction unpaid interest, Contingent Interest and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing, the principal of, premiumAdditional Interest, if any, and accrued and unpaid interest on all the Securities will Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities may waive all past defaults (except with respect to nonpayment of principalNotes at the time outstanding, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) if all existing Events of Default, other than the Default have been cured or waived except nonpayment of the principal ofAccreted Principal Amount plus accrued and unpaid interest, premiumContingent Interest and Additional Interest, if any, and interest on the Securities that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 9.7 have been cured paid. No such rescission shall affect any subsequent Default or waivedimpair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default described specified in clause (6) or (7) of Section 6.18.1) 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 aggregate principal amount of the Securities then outstanding Securities may, by notice to the Company and the Trustee, may, and the Trustee at the request declare all unpaid principal of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities outstanding on the date of acceleration (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal, premium and accrued the same shall become and unpaid interest will be immediately due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities 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 Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waivedpayable. If an Event of Default described specified in clause (6) or (7) of Section 6.1 above occurs and is continuing8.1 with respect to the Company occurs, the all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Securities will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Any payments by the Company on the Securities following such acceleration will be subject to the subordination provisions of Article 5 to the extent provided therein. After an acceleration, but before a judgment or decree relating thereto by any federal or state court of competent jurisdiction has been entered or issued, the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect by notice to the Securities Trustee and the Company may rescind an acceleration and its consequences if (1a) all existing Events of Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid or deposited with the Trustee; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (2d) all existing Events of Default, other than payments due to the nonpayment of the principal of, premium, if any, Trustee and interest on the Securities that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured made. No such rescission shall affect any subsequent default or waivedimpair any right consequent thereto.