The failure by the Company to fully and timely pay, deliver or perform any of its obligations under this Agreement when required (including, without limitation, the Transfer and Payment Obligations under SECTION 4 hereof and the Indenture amendment obligation under SECTION 6) shall constitute an immediate event of default under this Agreement and with respect to all such obligations (an “ Agreement Default ”). Upon the earliest to occur of (i) an Agreement Default by the Company, and (ii) a Default or Event of Default under the Indenture or the Notes, then the Holders may (A) declare all of the Company’s payment and performance obligations (including, without limitation, the Transfer and Payment Obligations under SECTION 4 hereof) to be immediately due and payable, provided that such declaration and acceleration shall occur immediately and automatically in the event of any commencement of any case or proceeding against the Company under any Bankruptcy Law or other similar law, (B) terminate the Repurchase Withdrawal and proceed as if no withdrawal had been made in which event the Trustee and the Holders shall be entitled to immediately (1) exercise any and all rights and remedies under the Indenture and the Notes with respect to the Fundamental Change Repurchase Offer and the Repurchase Election and (2) to consummate the Repurchase Election, and/or (C) exercise any rights and remedies under the Indenture and Notes, all of which rights and remedies in (A) through (C), may be exercised without notice to or consent by the Company of any kind, except as may be expressly required by applicable law.