Common use of Acceleration of Maturity; Rescission and Annulment Clause in Contracts

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(i) or 501(8)5.01(j) with respect to Securities of any series at Level 3 Parent or the time Outstanding Issuer) shall occur and be continuing, then in every such case either the Trustee or the Holders of not less than 2530% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event ; provided, further, that a notice of Default specified in Section 501(7) or 501 (8) default may not be given with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyaction taken, and without any declaration reported publicly or other action on to holders and the part Trustee, more than two years prior to such notice of the Trustee or any Holder, become immediately due and payabledefault. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article provided5, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Outstanding Securities, (ii) all unpaid principal of (and premium, if any, on) any Outstanding Securities which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Securities, (iii) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Securities, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of amounts of principal of (or premium, if any, on) Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 501(7Sections 7.1(f), 7.1(g) or 501(8)7.1(h) with respect to Securities of the Company or any series at the time Outstanding Parent Guarantor, which shall occur and be continuingresult in an automatic acceleration), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes may declare the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(7Sections 7.1(f), 7.1(g) or 501 (8) 7.1(h) shall occur with respect to Securities of the Company or any series at the time Outstanding shall occurParent Guarantor, the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may on all outstanding Notes shall automatically become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration the principal amount of acceleration with respect to Securities of any series has and premium, if any, and interest on the Notes shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter in this Article provided, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding on behalf of that seriesthe Holders of all of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default and rescind and annul such declaration and its consequences consequences, subject in all respects to Section 6.13 of the Base Indenture, if: (a) the Company or the Parent has deposited with the Trustee all required payments of the principal of, and premium, if any, and interest on, the Notes, plus the reasonable compensation and reimbursement for the Trustee’s expenses, disbursements and advances pursuant to Section 7.7 of the Base Indenture; and (b) all Events of Default, other than the non-payment of accelerated principal of, or premium, if any, and interest on, the Notes that have become due solely because of such acceleration, have been cured or waived. No such rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware thereof, of any Event of Default, as provided in Section 4.3 of the Base Indenture and the steps to be taken to cure such Event of Default.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7Sections 5.1(g) or 501(8)and (h) with respect to Securities of any series at the time Outstanding Company) shall occur and be continuingcontinuing with respect to this Indenture, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of that series may such Holders shall, declare the all unpaid principal amount of all the Securities of that series (orof, premium, if any any, and accrued interest on all Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount (or specified amount) principal, premium, if any, and interest shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(7clause (g) or 501 (8) h) of Section 5.1 occurs with respect to the Company and is continuing, then all the Securities of any series at the time Outstanding shall occur, ipso facto become and be due and payable immediately in an amount equal to the principal amount of all the Securities, together with accrued and unpaid interest, if any, to the date the Securities of that series (orbecome due and payable, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action act on the part of the Trustee or any Holder. Thereupon, become immediately due the Trustee may, at its discretion, proceed to protect and payableenforce the rights of the Holders of the Securities by appropriate judiciary proceedings. At any time after After such a declaration of acceleration with respect to Securities of any series has been made and the Securities, but 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 aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Outstanding Securities, (iii) the principal of and premium, if any, on any Outstanding 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 at the rate borne by the Securities; and (b) all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the agent under the Credit Agreement of the acceleration. If any indebtedness under the Credit Agreement is outstanding, the Company may not pay the Securities until five Business Days after the agent under the Credit Agreement receives notice of such acceleration, and, thereafter, may pay the Securities only if this Indenture otherwise permits payments at that time.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall should occur and be continuing, then and in every such case the Indenture Trustee at the written direction of the Majority Noteholders (subject to the Indenture Trustee’s indemnification rights set forth herein) or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Majority Noteholders may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to a Responsible Officer of the Indenture Trustee if given by HoldersNoteholders) (a copy of which shall be provided by the Issuer to each Hedge Counterparty and each Rating Agency), and upon any such declaration such the unpaid principal amount (or specified amount) of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If ; provided, that upon the occurrence of an Event of Default specified in Section 501(75.1(a)(iv) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of v) all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if Notes shall be automatically deemed to be immediately due and payable and upon such event the unpaid principal amount thereof is not then determinable, such portion of the principal amount of such SecuritiesNotes, or such other amount in lieu together with accrued and unpaid interest thereon through the date of such principal amountEvent of Default specified in Section 5.1(a)(iv) or (v), as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable, in each case, without notice, declaration or demand by the Indenture Trustee or the Noteholders, all of which are hereby waived by the Issuer. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided hereinafter in this Article providedV, the Holders of a majority in principal amount of the Outstanding Securities of that seriesMajority Noteholders, by written notice to the Company Issuer and a Responsible Officer of the TrusteeIndenture Trustee (with a copy to each Hedge Counterparty and each Rating Agency), may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right or any exercise of remedies consequent thereto nor shall such rescission in and of itself serve as a waiver of any of the Events of Default.

Acceleration of Maturity; Rescission and Annulment. Solely with respect to the Notes, Section 6.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “If an Event of Default (other than an Event of Default specified described in Section 501(76.01(8) or 501(8)(9) with respect to Securities of any series at the time Outstanding shall occur hereof) occurs and be is continuing, then in every such case the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of not less than at least 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that series, outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the written request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(6) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to Section 6.01(6) shall be remedied or cured by the Company or a Restricted Subsidiary 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 Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default described in Section 6.01(8) or (9) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind and annul any such declaration acceleration with respect to the Notes and its consequences ifif (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 Notes that have become due solely by such declaration of acceleration, have been cured or waived.”

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 501(75.01(d) or 501(8(e)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of that series may such Holders shall, declare the principal amount of and accrued and unpaid interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be Outstanding Securities immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)) and, and upon any such declaration declaration, all such principal amount (or specified amount) shall amounts will become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(75.01(d) or 501 (8) with respect to Securities of any series at the time Outstanding shall occure) above occurs and is continuing, then the principal amount of all of the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Outstanding shall automatically become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Securities. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay, (i) all overdue interest on and Additional Amounts with respect to all Securities, (ii) all principal of any Outstanding Securities that has become due other than by such declaration of acceleration and interest thereon at the rate borne by the Securities and any Additional Amounts payable with respect thereto, (iii) to the extent that payment of such interest is lawful, interest on overdue interest, any Additional Amounts and overdue principal at the rate borne by the Securities, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the non-payment of amounts of principal of or interest on and any Additional Amounts with respect to the Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If (a) Subject to the provisions of Section 9.9 hereof, upon the occurrence of an Event of Default (other than an Event of Default specified in under Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur and be continuing9.1 hereof, then and in every such case case, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Funding Lender may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by Funding Loan and the terms thereof) Governmental Lender Notes and the interest accrued to be immediately due and payable immediatelypayable, by a notice in writing to the Company (Governmental Lender, Borrower and to the Trustee if given by Holders)Equity Investor, and upon any such declaration such declaration, all principal amount (or specified amount) of and Prepayment Premium, if any, and interest on the Funding Loan and the Governmental Lender Notes shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment pursuant to subsection (a) of the money due has been obtained by the Trustee as hereinafter in this Article providedSection, the Holders of a majority in principal amount of the Outstanding Securities of that series, Funding Lender may by written notice Written Notice to the Company and the Trustee, may Governmental Lender rescind and annul such declaration and its consequences if: (i) there has been deposited with the Funding Lender a sum sufficient to pay (1) all overdue installments of interest on the Funding Loan, (2) the principal of and Prepayment Premium on the Funding Loan that has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Funding Loan, (3) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor in the Funding Loan, and (4) all sums paid or advanced by the Funding Lender and the reasonable compensation, expenses, disbursements and advances of the Funding Lender, its agents and counsel (but only to the extent not duplicative with subclauses (1) and

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of that seriesoutstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay: (A) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all due and overdue installments of interest on all Securities; (C) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by or provided for in such Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate borne by or provided for in such Securities; and (2) all Events of Default with respect to Securities, other than the non-payment of the principal of, and interest on Securities which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(g) or 501(85.1(h)) with respect ), the Trustee may by notice to Securities of any series the Issuer or shall, at the time Outstanding shall occur written direction of a Majority of the Controlling Class by notice to the Issuer (and be continuing, then in every such case the Trustee or shall in turn provide notice to the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may all Class A Notes then Outstanding) declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Class A Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(g) or 501 (8) h) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyClass A Notes, and other amounts payable hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. Noteholder. (b) At any time after such a declaration of acceleration with respect to Securities of any series the Stated Maturity of the Class A Notes has been 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 providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesControlling Class, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay, and shall pay: (A) all overdue installments of interest on and principal of the Class A Notes (other than amounts due solely as a result of such acceleration); (B) to the extent that payment of such interest is lawful, interest upon any Defaulted Interest at the Note Interest Rate; (C) all unpaid taxes and Administrative Expenses and other sums paid or advanced by the Trustee and the Collateral Administrator hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Administrator and their agents and counsel; and (ii) the Trustee has determined that either (1) all Events of Default, other than the non-payment of the interest on or principal of Class A Notes that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class by written notice to the Trustee has agreed with such determination or (2) a Majority of the Controlling Class by written notice to the Trustee has waived such Event of Default as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7those covered by clause (3) or 501(8)(4) of Section 5.01 with respect to Securities of any series at the time Outstanding Company) shall occur and be continuing, then in every such case the Trustee Trustee, by notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series then Outstanding, by notice to the Trustee and the Company, may declare the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or and accrued and unpaid interest, if the principal amount thereof is not then determinableany, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be Outstanding Securities due and payable immediately, by a notice upon which declaration, all amounts payable in writing to respect of the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) Securities shall become immediately be due and payablepayable as of the date which is five Business Days after the giving of such notice. If an Event of Default specified in Section 501(7clause (3) or 501 (8) 4) of Section 5.01 with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration if (1) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences ifagents and counsel; (B) all overdue interest on all Securities; (C) 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 (D) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate set forth in the Securities which has become due otherwise than by such declaration of acceleration; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of 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. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Notes at the time Outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 501(77.1(e) or 501(87.1(f)) with respect to Securities of any series at the time Outstanding , which shall occur and be continuingresult in an automatic acceleration), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(77.1(e) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur7.1(f) occurs, the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may on all outstanding Notes shall automatically be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration the principal amount of acceleration with respect to Securities of any series has (and premium, if any, on) and accrued and unpaid interest on the Notes shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money moneys due has shall have been obtained by the Trustee or entered as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes then Outstanding, by written notice to the Company Issuers and to the Trustee, may rescind and annul such declaration and its consequences consequences, subject in all respects to Section 7.4 of this Supplemental Indenture, if: (a) the Issuers or the Guarantor have deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Notes and the principal of (and premium, if any, on) any and all Notes that shall have become due otherwise than by acceleration and the amount payable to the Trustee under Section 8.3; (b) any and all Events of Default with respect to the Notes, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on the Notes that shall not have become due by their terms, shall have been remedied or waived as provided in Section 7.4; and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(76.01(i) or 501(8)(j) with respect to Securities of any series at the time Outstanding shall occur hereof) occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not Notes then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelyOutstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may declare all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, upon any such which declaration such principal amount (or specified amount) all amounts payable in respect of the Notes shall become be immediately due and payable. If an Event of Default specified in Section 501(76.01(i) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurj) hereof occurs and is continuing, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may amounts described above shall become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration declaration, notice or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company Company, the Subsidiary Guarantors and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company or any Subsidiary Guarantor has paid (or issued Additional Notes with respect to the payment of interest) or deposited with the Trustee a sum sufficient to pay: (I) all overdue interest on all Outstanding Notes, (II) all unpaid principal of (and premium, if any, on) any Outstanding Notes which have become due otherwise than by such declaration of acceleration, including any Notes required to have been purchased on a Change of Control Date or a Purchase Date pursuant to a Change of Control Offer or a Prepayment Offer, as applicable, and interest on such unpaid principal at the rate borne by the Notes, (III) to the extent that payment of such interest is lawful, interest on overdue interest and overdue principal at the rate borne by the Notes (without duplication of any amount paid or deposited pursuant to clauses (1) and (2) above), and (IV) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction as certified to the Trustee by the Company; and (3) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof. (c) No such rescission shall affect any subsequent default or impair any right consequent thereon. (d) Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided that, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration), and written notice of such repayment, or cure or waiver and 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 or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after any such acceleration in respect of the Notes, and so long as such rescission of any such acceleration of the Notes does not conflict with any judgment or decree as certified to the Trustee by the Company.

Acceleration of Maturity; Rescission and Annulment. If (x) an Event of Default (other than an Event of Default specified in Section 501(75.01(f), (g) or 501(8)(h) with respect to Securities of any series at the time Outstanding shall occur Company) occurs and be continuing, is continuing then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding Securities of that series may shall, declare the all principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediatelyimmediately in an amount equal to the principal amount of the Notes, premium, if any, thereon plus accrued and unpaid interest, if any, to the date the Notes become due and payable by a notice in writing to the Company (and to the Trustee Trustee, if given by the Holders), ) and upon any such declaration such principal amount (or specified amount) principal, premium, if any, and interest, shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(f), (g) or 501 (8) h) with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not Notes then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may outstanding shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due ---- ----- and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Notes. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes then Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due the Trustee under Section 6.07, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate then borne by the Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate then borne by the Notes; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and any accrued and unpaid interest on, the Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 5.01(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 paid or the requisite 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 by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Notes and no other Event of Default has occurred which has not been cured or waived during such 60-day period.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case case, the Trustee or the Holders of not less than twenty five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, immediately by a notice in writing to the Company (and to the Trustee if given by Holders)) and, and upon any such declaration such declaration, the principal amount of and the accrued interest (or specified amountincluding any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(7, subject to any Payment Restrictions. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities, (B) any accrued Additional Interest on all Securities, (C) the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, 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 Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

Acceleration of Maturity; Rescission and Annulment. Section 5.2 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) occurs and is continuing with respect to Securities of any series at the time Outstanding shall occur and be continuingNotes, then and in every such case except as provided below, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orNotes, plus accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If However, upon an Event of Default specified in arising out of Section 501(75.04(f) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurSection 5.04(g), the principal amount of all Outstanding Notes, plus accrued and unpaid interest to the Securities of that series (oracceleration date, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall be specified by the terms thereof) shall automatically, due and payable immediately without any declaration notice from or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series the Notes 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 Indenture provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences ifif all Events of Default, other than the non-payment of the principal and interest, if any, of Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or been abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(85.1(d)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then then, and in every such case case, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any the Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by in the terms thereofterms) of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however that, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fail to declare the principal of all the Outstanding Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred Securities issued by the Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amountportion thereof) of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(d) or 501 (8) with respect to Securities of any series at the time Outstanding shall occuroccurs, the principal amount of all the Securities of that series (or, if any the Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by the terms thereofterms) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided. (b) At any time after such a declaration of acceleration with respect to the Securities of any series 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 providedV, provided the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities; (B) any accrued Additional Interest on all Securities; (C) the principal of (and premium, if any, on) any Securities that have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Securities; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. (c) If the Holders of Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount (as defined in the Trust Agreement) of Preferred Securities issued by the Issuer Trust then outstanding shall also have the right to rescind and annul such declaration and its consequences by written notice to the Company and the Trustee, subject to the satisfaction of the conditions set forth in clauses (a) and (b) above of this Section 5.2. (d) No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(d) or 501(85.1(e)) with respect ), the Trustee may by notice to Securities of any series the Issuer or shall, at the time Outstanding shall occur written direction of a Majority of the Noteholders by notice to the Issuer (and be continuing, then in every such case the Trustee or shall in turn provide notice to the Holders of not less than 25% in principal amount of all the Outstanding Securities of that series may Notes then Outstanding) declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(d) or 501 (8) e) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyNotes, and other amounts payable hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. Noteholder. (b) At any time after such a declaration of acceleration with respect to Securities of any series the Stated Maturity of the Notes has been 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 providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesNoteholders, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay, and shall pay: (A) all overdue installments of interest on and principal of the Notes (other than amounts due solely as a result of such acceleration); (B) to the extent that payment of such interest is lawful, interest upon any Defaulted Interest at the Note Interest Rate; (C) all unpaid taxes and Administrative Expenses and other sums paid or advanced by the Trustee and the Collateral Administrator hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Administrator and their agents and counsel; and (ii) the Trustee has determined that either (1) all Events of Default, other than the non-payment of the interest on or principal of the Notes that have become due solely by such acceleration, have been cured and a Majority of the Noteholders by written notice to the Trustee has agreed with such determination or (2) a Majority of the Noteholders by written notice to the Trustee has waived such Event of Default as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(9) or 501(8)above) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than at least 25% in principal amount of the Outstanding Securities of that series Notes issued under this Indenture may declare the principal amount of principal, premium, if any, interest and any other monetary obligations on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Outstanding Notes to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if given by Holders); provided, and upon however, that so long as any Designated First Lien Indebtedness is outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such declaration Designated First Lien Indebtedness; or (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent or trustee under such Designated First Lien Indebtedness. Upon the effectiveness of such declaration, such principal amount (or specified amount) shall become immediately and interest will be due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Section 501(75.01(9) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurabove occurs and is continuing, then the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Outstanding Notes shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any notice, declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuers have paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Outstanding Notes, (B) all unpaid principal of (and premium on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes plus one percent, (C) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes plus one percent, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13, no such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the preceding paragraph, in the event of any Event of Default specified in Section 5.01(7) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose,

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified referred to in Section 501(78.1(e), 8.1(f) or 501(88.1(g)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes may declare the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) outstanding Notes to be due and payable immediately, by a written notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(78.1(e), 8.1(f) or 501 (8) with respect to Securities of any series at the time Outstanding 8.1(g) shall occur, the principal amount (or specified amount) of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may on all outstanding Notes shall automatically become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration the principal amount of acceleration with respect to Securities of any series has and premium, if any, and interest on the Notes shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities Notes then outstanding on behalf of that seriesthe Holders of all of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default and rescind and annul such declaration and its consequences consequences, subject in all respects to Section 6.13 of the Base Indenture, if: (a) all Events of Default, other than the nonpayment of the principal amount and any accrued and unpaid interest that have become due solely because of such acceleration, have been cured or waived; and (b) the Company or the Guarantor has deposited with the Trustee all required payments of the principal of and interest on the Notes, plus the reasonable compensation and reimbursement for the Trustee’s expenses, disbursements and advances pursuant to Section 7.7 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware thereof, of any Event of Default, as provided in Section 4.3 of the Base Indenture.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(i) or 501(8)5.01(j) with respect to Securities of any series at the time Outstanding Issuer) shall occur and be continuing, then in every such case either the Trustee or the Holders of not less than 2530% in aggregate principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event ; provided that a notice of Default specified in Section 501(7) or 501 (8) may not be given with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyaction taken, and without any declaration reported publicly or other action on the part to Holders, more than two years prior to such notice of the Trustee or any Holder, become immediately due and payableDefault. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article provided5, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences consequence if: (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Outstanding Notes, (ii) all unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes, (iii) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of amounts of principal of (or premium, if any, on) Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(4) or 501(85.1(5)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fail to declare the principal of all the Securities to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Trust Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amountportion thereof) of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XII notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default specified in Section 501(75.1(4) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.1(5) occurs, the principal amount of all the Securities of that series shall (or, if any the Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder), become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest (including any Additional Interest) on all Securities, (B) 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 (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Securities which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such the principal amount of and the accrued interest (or specified amountincluding any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities, (B) any accrued Additional Interest on all Securities, (C) the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, 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 (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13; No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7501(6) or 501(8)(7) occurs, all unpaid principal of, premium (if any) and accrued interest on the Securities of any series at the time Outstanding shall ipso facto become and shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder, and if any other Event of Default with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any of the Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), plus any interest accrued on the Securities of such series to the date of declaration, shall become immediately due and payable. If an Event Upon payment (i) of Default specified in Section 501(7(A) or 501 such principal amount; and (8) with respect to Securities B) such interest; and (ii) of interest on any series overdue principal and overdue interest at the time Outstanding shall occur, the principal amount of all rate or rates prescribed therefor in the Securities of that such series (orin each case to the extent that the payment of such interest shall be legally enforceable), if any all of the Company’s and the Guarantor’s respective obligations in respect of the payment of principal of and interest on the Securities of that such series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payableterminate. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if(and the particular event on which the declaration of acceleration is based shall no longer be grounds for a declaration of acceleration) if both:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7clause (7) or 501(8)(8) of Section 6.01) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orNotes, together with all accrued and unpaid interest and Additional Amounts, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) amounts shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default specified in Section 501(7clause (7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurSection 6.01 occurs and is continuing, the principal amount of the Notes, together with all the Securities of that series (oraccrued and unpaid interest and Additional Amounts, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinableshall automatically be accelerated and such amounts, such portion as of the principal amount date of such Securitiesacceleration, or such other amount in lieu of such principal amountshall be and become due and payable immediately, as may be specified by the terms thereof) shall automatically, and without any declaration notice or other action act on the part of the Trustee or any HolderHolder of the Notes. Upon any acceleration pursuant to this Section 6.03, become immediately due the Trustee and payablethe Collateral Agent, through their agents and attorneys, may proceed, and upon the request of Holders of not less than a majority in principal amount of the Outstanding Notes shall proceed, to foreclose on the Collateral. To institute such foreclosure proceedings, the Trustee shall deliver a Notice of Sale as prescribed by each applicable Collateral Document, in each case with a copy to the Company. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest and Additional Amounts, if any, on all Notes, (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and Additional Amounts, if any, at the rate borne by the Notes, and (D) all sums paid or advanced by the Trustee hereunder and the expenses, disbursements, advances and reasonable compensation of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.14. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(h) or 501(8(i)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount at maturity of the Outstanding Securities of that series may declare the principal amount at maturity of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) Accreted Value and any accrued interest shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(h) or 501 (8) with respect to i) occurs, the Accreted Value of and any accrued interest on the Securities of any series at the time then Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, ipso facto become immediately due and payable without any declaration or other action Act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due based on acceleration has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount at maturity of the Outstanding Securities of that seriesSecurities, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the Accreted Value of (and premium, if any, on) any Securities which have become due otherwise than by such declaration of acceleration (including any Securities required to have been purchased on the Purchase Date pursuant to an Offer to Purchase made by the Issuer) and interest thereon at the rate borne by the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the Accreted Value of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Indenture Event of Default occurs and is continuing, of which a Responsible Officer of the Issuer written notice (other than an Event of Default specified PROVIDED that such written notice need not have been received by the Trustee in connection with a payment default as described in Section 501(7) or 501(86.01(i)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then and in every such case the Trustee or with the Holders consent of Noteholders evidencing not less than 25662/3% in principal amount of the Outstanding Securities of that series Voting Rights may declare the unpaid principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)Issuer, and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) payable together with all accrued and unpaid interest thereon, without presentment, demand, protest or 501 (8) with respect to Securities other notice of any series at the time Outstanding shall occurkind, the principal amount all of all the Securities of that series (or, if any Securities of that series which are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified hereby waived by the terms thereofIssuer. (b) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount Noteholders evidencing not less than 662/3% of the Outstanding Securities of that seriesVoting Rights, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all sums paid or advanced, together with interest thereon, by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances, if any, of the Trustee, its agents and counsel; (B) all principal of any Notes which have become due otherwise than by such declaration of acceleration, and interest thereon from the date when the same first became due at the applicable Note Rate; and (C) all interest which has become due with respect to the Notes; (ii) all Indenture Events of Default, other than the non-payment of the aggregate principal amount of the Notes which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13; and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent Indenture Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case as the Trustee or the Holders of Bondholders representing not less than 2566 2/3% in principal amount (if the Event of Default is under Section 6.01(1)) and not less than 100% (if the Event of Default is under Section 6.01(2), (3) or (4)) of the Aggregate Current Principal Amount of the Outstanding Securities of that series Bonds may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Bonds to be immediately due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Trustee if given by HoldersBondholders), and upon any such declaration such principal Bonds, in an amount (or specified amount) shall become immediately due equal to the Aggregate Current Principal Amount of Bonds, together with accrued and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect unpaid interest thereon to Securities of any series at the time Outstanding shall occur, Business Day preceding the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount date of such Securitiesacceleration, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series maturity of the Bonds has been 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 providedArticle, Bondholders representing not less than 66 2/3% of the Holders of a majority in principal amount Aggregate Current Principal Amount of the Outstanding Securities of that seriesBonds, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of, and interest on, all Bonds and all other amounts that would then be due hereunder or upon such Bonds if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid by the Trustee hereunder and the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment of the principal of or interest on Bonds that have become due solely by such acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall effect any subsequent Default or impair any right in connection therewith.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified as to an Issuer referred to in Section 501(76.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding outstanding Securities of that series Series may declare the principal amount of all the Securities of that series (or, if any Securities of that series Series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by in the terms thereofof such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(76.1(f) or 501 (8) with respect g) shall occur as to Securities of any series at the time Outstanding shall occuran Issuer, the principal amount (or specified amount) of all the Securities of that series (orand accrued and unpaid interest, if any any, on all outstanding Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series Series 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 outstanding Securities of that seriesSeries, by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Securities that Series, (ii) the principal of any Securities of that Series have become due otherwise than by such declaration of and interest thereon at the rate or rates therefor in such Securities, (iii) to the extent that payment of such interest is, interest upon any overdue principal and overdue at the rate or rates prescribed therefor in such, and (iv) all sums paid or advanced by the Trustee and the reasonable compensation, expenses, and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default the kind specified in Section 501(7clause (g), (h), (i) or 501(8)(j) with respect to Securities of any series at Section 8.1 occurs, the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the unpaid principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount Notes shall automatically become immediately due and payable without notice, presentment or demand of any kind. If any other Event of Default occurs and is continuing, then and in each and every such Securitiescase, either the Indenture Trustee or such other amount the Majority Holders of all Outstanding Notes, by notice in lieu of such principal amount, as may be specified writing to the Issuer (and to the Indenture Trustee if given by the terms thereofHolders), may declare the Note Balance of all the Outstanding Notes and all interest and principal accrued and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration each Note will become and will be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. Such payments are subject to the allocation, deposits and payment sections of this Indenture. (b) If a Payment Default occurs with respect to any Class and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or the Majority Holders of all the Outstanding Notes, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by Holders), may declare the Note Balance of all the Notes then Outstanding and all interest and principal accrued and unpaid (if any) thereon and all other amounts due and payable under any Transaction Document to be due and payable immediately, and upon any such declaration such principal amount (or specified amount) shall the same will become and will be immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration the Revolving Period shall immediately terminate notwithstanding anything in this Indenture or other action on the part of Notes to the Trustee or any Holder, become immediately due and payable. contrary. (c) At any time after such a declaration of acceleration has been made or an automatic acceleration has occurred with respect to Securities the Notes of any series has been made Class and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter hereafter provided in this Article providedVIII, the Majority Holders of a majority in principal amount such Classes or of all Outstanding Notes, as the Outstanding Securities of that seriescase may be, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all overdue installments of interest on such Notes, (B) the principal of such Notes which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of such Notes, to the extent that payment of such interest is lawful, (C) interest upon overdue installments of interest at the rate or rates prescribed therefore by the terms of such Notes to the extent that payment of such interest is lawful, and (D) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 4.5; and (ii) all Events of Default, other than the nonpayment of the principal of such Notes which has become due solely by such acceleration, have been cured or waived as provided in Section 8.15. No such rescission will affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(74.1(f) or 501(8)(g) with respect to Securities of any series at the time Outstanding shall occur hereof) occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelyOutstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such declaration such the request of the Holders of not less than 25% in aggregate principal amount (or specified amount) of the Outstanding Securities shall, by a notice in writing to the Company, declare all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable immediately, upon which declaration all amounts payable in respect of the Securities shall become be immediately due and payable. If an Event of Default specified in Section 501(74.1(f) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurg) hereof occurs and is continuing, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may amounts described above shall become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration declaration, notice or other action act on the part of the Trustee or any Holder. Promptly after the occurrence of a declaration of acceleration, become immediately due and payablethe Company shall notify each holder of Senior Indebtedness thereof, but failure to give any such notice shall not affect such declaration or its consequences. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company Company, the Subsidiary Guarantors (if applicable) and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company or any Subsidiary Guarantor (if applicable) has paid or deposited with the Trustee a sum sufficient to pay, (1) all overdue interest on all Outstanding Securities, (2) all unpaid principal of (and premium, if any, on) any Outstanding Securities which have become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Securities, (3) to the extent that payment of such interest is lawful, interest on overdue interest and overdue principal at the rate borne by the Securities (without duplication of any amount paid or deposited pursuant to clauses (1) and (2) above), and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction as certified to the Trustee by the Company; and (c) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 4.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall occur and be continuing (other than an Event the Events of Default specified in Section 501(75.1(g) or 501(85.1(h)) with respect to Securities of any series ), the Collateral Agent shall, at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Debt to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon payable. Upon any such declaration such principal amount (or specified amount) shall principal, together with all accrued and unpaid interest thereon, and other amounts payable thereunder in accordance with the Priority of Payments will become immediately due and payable. If an Event of Default specified described in Section 501(75.1(g) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable5.1(h) above occurs, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) an acceleration shall automatically, occur automatically and without any declaration or other action on further action. If the part of Debt is accelerated, payments shall be made in the Trustee or any Holder, become immediately due order and payable. priority set forth in Section 11.1(a) hereof. (b) At any time after such a declaration of acceleration with respect to Securities of any series Maturity of the Debt has been made made, and before a judgment or decree for payment of the money amounts due has been obtained by the Trustee Collateral Agent as hereinafter provided in this Article provided5, the Holders of a majority in principal amount Majority of the Outstanding Securities Controlling Class, other than with respect to an Event of that seriesDefault specified in Section 5.1(e), 5.1(g), 5.1(h), or 5.1(j), by written notice to the Company Issuer, the Collateral Agent, the Loan Agent and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Collateral Agent a sum sufficient to pay: (A) all unpaid installments of interest on and principal of the Debt that would be due and payable hereunder if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer, Issuer Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Collateral Agent, the Loan Agent, the Note Administrator or the Trustee hereunder; and (C) any Issuer Administrative Expense due and payable; and (ii) the Collateral Agent has received notice that all Events of Default, other than the non-payment of the interest on and principal of the Debt that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Collateral Agent, has agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.14. At any such time that the Collateral Agent, subject to Section 5.2(b) above, shall rescind and annul such declaration and its consequences as permitted hereinabove, the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided that if such preservation of the Collateral is rescinded pursuant to Section 5.5, the Debt may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Collateral Agent in the conduct of any Proceedings for any remedy available to the Collateral Agent or in the sale of any or all of the Collateral; provided that (i) such direction will not conflict with any rule of law or this Indenture and Credit Agreement; (ii) the Collateral Agent may take any other action not inconsistent with such direction; (iii) the Collateral Agent determines that such action will not involve it in liability (unless the Collateral Agent has received security or indemnity satisfactory to it against any such liability); and (iv) any direction to undertake a sale of the Collateral may be made only as described in Sections 5.4, 5.5 and 5.17. The Collateral Agent shall be entitled to refuse to take any action absent such direction. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee, the Collateral Agent, the Loan Agent, the Custodian and the Note Administrator, and any sums the Trustee, the Collateral Agent, the Loan Agent, the Custodian or the Note Administrator shall be entitled to receive as indemnification by the Issuer, the Issuer hereby Grants to the Collateral Agent a lien on the Collateral, which lien is senior to the lien of the Debtholders. The Collateral Agent’s lien shall be subject to the Priority of Payments and exercisable by the Collateral Agent only if the Debt has been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Controlling Class may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Collateral Agent, waive any past Default on behalf of the Holders of all of the Debt and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class B Notes or in Section 5.1(e), a Majority of the Class A Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(a), (b), (c) or 501(8)(d) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of and any unpaid premium and accrued interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(e) or 501 (8) with respect to Securities f) occurs, then in every such case the principal of any series at the time unpaid premium and accrued interest on such Notes then Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series Notes 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 providedStated Maturity thereof, the Holders of a majority in principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest and premium, if any, on all Outstanding Notes; (B) all unpaid principal of any Outstanding Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (C) to the extent that payment of such interest or premium, if any, is lawful, interest upon overdue interest or premium, if any, 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, its agents and counsel; and (ii) all Events of Default with respect to the Notes, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 501(76.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes (including Additional Notes, if any) may declare the principal amount of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(76.1(f) or 501 (8) with respect to Securities of any series at the time Outstanding g) shall occur, the principal amount (or specified amount) of all the Securities of that series (orand accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may on all outstanding Notes shall IPSO FACTO become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series the Notes 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 of that seriesoutstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Notes, (ii) the principal of any Notes which have become due otherwise than by such declaration of acceleration and interest thereon, (iii) to the extent that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or rates prescribed therefor in such Notes, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than 25a majority prior to the Release Date or 33% on or after the Release Date, in aggregate principal amount of the Outstanding Securities of that series Bonds then Outstanding, considered as one class, may declare the principal amount of all the Securities of that series (or, if any Securities of that series the Bonds are Original Issue Discount Securities, or if the principal amount thereof is not then determinableBonds, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Bonds as may be specified by in the terms thereofthereof as contemplated by Section 3.01) of all Bonds then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), together with premium, if any, and accrued interest, if any, thereon, shall become immediately due and payable. If ; provided, however, that with respect to an Event of Default specified described in Section 501(710.01(d) or 501 (8) with respect to Securities of any series at the time Outstanding shall occure), the principal amount of all the Securities of that series (or, if any Securities of that series the Bonds are Original Issue Discount Securities, or if the principal amount thereof is not then determinableBonds, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Bonds as may be specified by in the terms thereofthereof as contemplated by Section 3.01) of all Bonds then Outstanding shall automatically, be due and payable immediately without any declaration or other further action on the part of by the Trustee or any Holder, become immediately due and payableHolders. At any time after such a declaration of acceleration with respect to Securities of the Maturity of the Bonds then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority Default giving rise to such declaration of acceleration shall, without further act and notwithstanding anything to the contrary in principal amount Section 316(a) of the Outstanding Securities of that seriesTrust Indenture Act, by written notice be deemed to the Company have been waived, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Bonds then Outstanding; (ii) the principal of and premium, if any, on any Bonds then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Bonds; and (iii) all amounts due to the Trustee under Section 11.07; and (b) any other Event or Events of Default, other than the non-payment of the principal of Bonds which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 10.17. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case case, the Trustee or the Holders of not less than twenty five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, immediately by a notice in writing to the Company (and to the Trustee if given by Holders)) and, and upon any such declaration such declaration, the principal amount of and the accrued interest (or specified amountincluding any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities, (B) any accrued Additional Interest on all Securities, (C) the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, 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 Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(e) or 501(85.01(f)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in a majority of the principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orNotes plus accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(e) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.01(f) occurs, the principal amount of all the Securities of that series (orNotes plus accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series the Notes 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 of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) the principal of (and premium, if any) the Notes which have become due otherwise than by such declaration of acceleration and any interest thereon, (ii) to the extent that payment of such interest is lawful, interest upon overdue interest on the Notes, and (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the non-payment of the principal on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. If a default for a failure to report or failure to deliver a required certificate in connection with another default (such other default, the “Initial Default”) occurs, then at the time such Initial Default is cured, the default for a failure to report or failure to deliver a required certificate in connection with the Initial Default will also be cured without any further action and any default or Event of Default for the failure to comply with the time periods prescribed under Section 10.10 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by Section 10.10 or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Debentures may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee, and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable. If an Event , provided that the payment of Default specified in Section 501(7principal and interest (including any Additional Interest) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of Debentures shall remain subordinated to the Trustee or any Holder, become immediately due and payableextent provided in Article 12. At any time after such a declaration of acceleration with respect to Securities of any series Debentures 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 of that seriesDebentures, by written notice to the Company and the Trustee, Trustee may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest (including any Additional Interest) on the Debentures; (B) the principal of (and premium, if any, on) the Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Debentures; (C) to the extent that payment of such interest is lawful, interest (including any Additional Interest) upon overdue installments of interest at the rate borne by the Debentures; (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii) all Events of Default with respect to Debentures, other than the non-payment of the principal of the Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. If the holders of a majority in principal amount of the Outstanding Debentures fail to rescind and annul such declaration and its consequences, the holders of a majority in liquidation amount of the Preferred Securities then outstanding shall have such right.

Acceleration of Maturity; Rescission and Annulment. The provisions of the first paragraph of Section 502 of the Indenture as applicable with respect to the Notes shall be deemed to be amended and restated in their entirety to read as follows: If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Debt Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (or, if any Debt Securities of that series are Original Issue Discount Securities or Indexed Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by in the terms thereof) of, and the Make-Whole Amount, if any, on, all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) portion thereof shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities the Notes set forth in Section 501(6) of any series the Indenture occurs and is continuing, then in every such case all the Notes shall become immediately due and payable, without notice to the Company, at the time Outstanding shall occur, the principal amount of all the Securities of that series thereof (or, if any Securities of that series Notes are Original Issue Discount Securities or Indexed Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by in the terms thereof) shall automaticallyplus accrued interest to the date the Notes are paid plus the Make-Whole Amount, and without any declaration or other action if any, on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences ifNotes.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7SECTION 5.1(6) or 501(85.1(7)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7SECTION 5.1(6) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.1(7) occurs, the principal amount of of, and accrued interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, IPSO FACTO become immediately due and payable without any declaration or other action Act of the Holder or any act on the part of the Trustee or any Holder, become immediately due and payableTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article ARTICLE FIVE provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest and Liquidated Damages, if any, on all Securities, (B) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities, (C) to the extent permitted by applicable law, interest upon overdue interest at the rate then in effect, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel; and (2) all Events of Default, other than the nonpayment of the principal of, and any premium and interest on, Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in SECTION 5.13. No rescission or annulment referred to above shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, (other than an Event of Default specified in Section 501(7Sections 5.01(v) or 501(8(vi)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then and in every such case the Trustee or may, and shall at the Holders of not less than 25% in principal amount direction of the Outstanding Securities of that series may Super-Majority Noteholders, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company Issuer (who shall promptly forward the same to the Rating Agency) and the Owner Trustee (and to the Trustee if given by HoldersNoteholders), and upon any such declaration such the unpaid principal amount (or specified amount) of the Notes, together with accrued and unpaid interest thereon, through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7Sections 5.01(v) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurvi) occurs, the unpaid principal amount of all the Securities Notes, together with accrued and unpaid interest thereon, through the date of that series (oracceleration, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on notice to the part of the Trustee or any HolderIssuer, become immediately due and payable. At any time after such a declaration or automatic occurrence of acceleration with respect to Securities of any series has been made maturity and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSuper-Majority Noteholders, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (A) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the Notes, and all other amounts that would then be due hereunder, upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) 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 (B) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. If the notes are accelerated following an Event of Default specified in Sections 5.01(v) or (vi), then on each Payment Date on or after such Event of Default, payments will be made by the Trustee from all funds available to it in the same order of priority as that provided for in Section 7.05(c) of the Sale and Servicing Agreement.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(7) or 501(85.1(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of of, and any accrued interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.1(8) occurs, the principal amount and accrued interest on of all the Securities of that series (orshall, if any Securities of that series are Original Issue Discount Securitiesipso facto, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, become immediately due and payable without any declaration or other action Act of the Holders or any act on the part of the Trustee or any Holder, become immediately due and payableTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may may, on behalf of all Holders, rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Securities; (ii) the principal of and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities; (iii) to the extent permitted by applicable law, interest upon overdue interest at a rate of 2.5% per annum; and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment of the principal of and any premium and interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13; and (3) such rescission and annulment would not conflict with any judgment or decree issued in appropriate judicial proceedings regarding the payment by the Trustee to the Holders of the amounts referred to in 5.2(1). No rescission or annulment referred to above shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than those covered by clause (6) or (7) of Section 5.1 with respect to the Company) shall occur and be continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then Outstanding, by notice to the Trustee and the Company, may declare the Default Amount to be due and payable immediately, upon which declaration, the Default Amount shall be immediately due and payable, provided, however, that so long as the Bank -------- ------- Facility shall be in full force and effect, any acceleration arising from any Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to the Company described in clause (6) or (7) of the preceding paragraph) shall not become effective until the earlier of (x) five Business Days following delivery of written notice of such acceleration of the Securities to the agent under the Bank Facility and (y) the acceleration (ipso facto or otherwise) of any series at ---- ----- Indebtedness under the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payableBank Facility. If an Event of Default specified in Section 501(7clause (6) or 501 (8) 7) of Section 5.1 with respect to Securities of any series at the time Outstanding Company occurs and is continuing, then the Default Amount shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount at maturity of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences ifagents and counsel, (B) all overdue interest on all Securities, (C) 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 (D) 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; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the nonpayment of principal of, premium, if any, and interest on the Securities that has become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Indenture Event of Default occurs and is continuing, of which a Responsible Officer of the Trustee has received written notice (other than an Event of Default specified PROVIDED that such written notice need not have been received by the Trustee in connection with a payment default as described in Section 501(7) or 501(86.01(i)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then and in every such case the Trustee or with the Holders consent of Noteholders evidencing not less than 2566-2/3% in principal amount of the Outstanding Securities of that series Voting Rights may declare the unpaid principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)Issuer, and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) payable together with all accrued and unpaid interest thereon, without presentment, demand, protest or 501 (8) with respect to Securities other notice of any series at the time Outstanding shall occurkind, the principal amount all of all the Securities of that series (or, if any Securities of that series which are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified hereby waived by the terms thereofIssuer. (b) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount Noteholders evidencing not less than 66-2/3% of the Outstanding Securities of that seriesVoting Rights, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all sums paid or advanced, together with interest thereon, by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances, if any, of the Trustee, its agents and counsel; (B) all principal of any Notes which have become due otherwise than by such declaration of acceleration, and interest thereon from the date when the same first became due at the applicable Note Rate; and (C) all interest which has become due with respect to the Notes; (ii) all Indenture Events of Default, other than the non-payment of the aggregate principal amount of the Notes which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13; and (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent Indenture Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. So long as this Article remains in effect, this Section will replace Section 802. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than 2533% in principal amount of the Securities then Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any of the Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by in the terms thereofthereof as contemplated by Section 301) of all Securities then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), together with premium, if any, and accrued interest, if any, thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payablepay able. At any time after such a declaration of acceleration with respect to of the maturity of the Securities then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in Article Eight and in this Article providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securities of that seriesacceleration shall, by written notice without further act, be deemed to the Company have been waived, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Securities then Outstanding; (ii) the principal of and premium, if any, on any Securities then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; and (iii) all amounts due to the Trustee under Section 907; and (b) any other Event or Events of Default, other than the non-payment of the principal of Securities which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(j) or 501(8(k)) with respect to Securities of any series at the time Outstanding shall occur Company occurs and be is continuing, then in every such case either the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and premium, if any), any accrued interest and Liquidated Damages, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(j) or 501 (8) k) occurs with respect to Securities of any series at the time Outstanding shall occurCompany, the principal amount of all (and premium, if any), any accrued interest and Liquidated Damages, if any, on the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Outstanding shall automatically, ipso facto become immediately due and payable without any declaration or other action Act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree based on acceleration for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all Defaulted Interest on all Securities; (ii) the principal of (and premium, if any, on) any Securities which have become due otherwise than by such declaration of acceleration (including any Securities required to have been purchased on the Purchase Date pursuant to an Offer to Purchase or Asset Sale Offer made by the Company) and, to the extent that payment of such interest is lawful, interest thereon at the rate provided by the Securities; (iii) to the extent that payment of such interest is lawful, interest upon Defaulted Interest, at the rate provided by the Securities; and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Defaults and Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, if an Event of Default specified in clause (f) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (A) the Indebtedness that is the subject of such Event of Default has been repaid, or (B) if the Default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. In the case of any Event of Default occurring by reason of willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the optional redemption provisions set forth in Section 2.03, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of such Securities.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than 2533% in aggregate principal amount of the Bonds then Outstanding Securities of that series may declare the principal amount of all of the Securities of that series Bonds (or, if in the case of any Securities Bond of that any series are Original Issue Discount Securities, or if the principal terms of which specify an amount to be due and payable thereon upon acceleration of the Maturity thereof is not then determinableas contemplated by Section 3.01, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any receipt by the Company of notice of such declaration such principal amount (or specified amount) ), together with premium, if any, and accrued interest, if any, thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of the maturity of the Bonds then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securities of that seriesacceleration shall, by written notice without further act, be deemed to the Company have been waived, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if: (i) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest, if any, on all Bonds then Outstanding; (B) the principal of and premium, if any, on any Bonds then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Bonds; and (C) all amounts due to the Trustee under Section 11.07; and (ii) any other Event or Events of Default, other than the non-payment of the principal of Bonds which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 10.17. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g) or, in the case of an Event of Default caused by administrative error, is continuing for more than five days)) with respect to Securities of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyNotes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid Taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder, by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class B Notes or in Section 5.1(e), a Majority of the Class A Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(6) or 501(8)(7) with respect to Securities of any series occurs, all unpaid principal of, premium (if any) and accrued interest on the Notes at the time Outstanding shall occur ipso facto become and shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder, and if any other Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), plus any interest accrued on the Notes to the date of declaration, shall become immediately due and payable. If an Event Upon payment (i) of Default specified in Section 501(7(A) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount; and (B) such interest; and (ii) of interest on any overdue principal and overdue interest at the rate or rates prescribed therefor in the Notes (in each case to the extent that the payment of such interest shall be legally enforceable), as may be specified by all of the terms thereof) shall automatically, Company’s and without any declaration or other action the Guarantor’s respective obligations in respect of the payment of principal of and interest on the part of the Trustee or any Holder, become immediately due and payableNotes shall terminate. At any time after such a declaration of acceleration with respect to Securities of any series Notes has been 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 providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if(and the particular event on which the declaration of acceleration is based shall no longer be grounds for a declaration of acceleration) if both: (1) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Outstanding Notes, (B) the principal of (and premium, if any, on) any Outstanding Notes which have become due otherwise than by such declaration of acceleration, and any interest thereon at the rate or rates prescribed therefor in such Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal (or premium, if any) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(7) or 501(8)(8)) with respect to the Securities of any a series at the time Outstanding shall occur and be continuingcontinuing with respect to the Securities of that series, then in every such case the Trustee or the Holders of not less than at least 25% in principal amount of Outstanding Securities of that series may declare the principal of, premium, if any, and accrued interest on all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately by notice in writing to the Company and (if given by the Holders of the Securities of that series) the Trustee specifying the respective Events of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. If an Event of Default specified in Section 5.01(7) or (8) occurs with respect to the Securities of that series and is continuing with respect to the Securities of that series, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Outstanding Securities of that series shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After any such acceleration specified in this Section 5.02 but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series may declare rescind and annul such acceleration if: (1) the rescission would not conflict with any judgment or decree; (2) all existing Events of Default with respect to the Securities of that Series, other than nonpayment of principal amount or interest that has become due solely because of all the acceleration, have been cured or waived; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal on the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by the terms thereof), which has become due otherwise than by such declaration of acceleration, has been paid; and (4) to be due and payable immediately, by a notice in writing to the Company (and to has paid the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all for the Securities of that series its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (or, if any Securities of that series are Original Issue Discount Securities, or if 5) in the principal amount thereof is not then determinable, such portion event of the principal amount cure or waiver of such Securities, or such other amount in lieu an Event of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part Default of the Trustee type described in Section 5.01(7) or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree (8) above 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 of that series, by written notice to the Company Trustee shall have received an Officers’ Certificate and the Trustee, may rescind and annul an Opinion of Counsel that such declaration and its consequences ifEvent of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 501(7Sections 7.1(f), 7.1(g) or 501(8)7.1(h) with respect to Securities of the Issuer or any series at the time Outstanding Parent Guarantor, which shall occur and be continuingresult in an automatic acceleration), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orof, and premium, if any Securities of that series are Original Issue Discount Securitiesany, or and accrued and unpaid interest, if the principal amount thereof is not then determinableany, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Outstanding Notes to be due and payable immediately, by a notice in writing to the Company Issuer and the General Partner (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) ), and premium, if any, and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 501(7Sections 7.1(f), 7.1(g) or 501 (8) with respect to Securities of any series at the time Outstanding 7.1(h) shall occur, the principal amount of all the Securities of that series (oror specified amount) of, and premium, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyany, and accrued and unpaid interest, if any, on all Outstanding Notes shall automatically become and be immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration the principal amount of acceleration with respect to Securities of any series has and premium, if any, and interest on the Notes shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Trustee or entered as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding Securities on behalf of that seriesthe Holders of all of the Notes then Outstanding, by written notice to the Company Issuer and to the Trustee, may waive all declared defaults or Events of Default and rescind and annul such declaration and its consequences ifconsequences, subject in all respects to Section 507 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under the Indenture with respect to the Notes and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Issuer, the Guarantors, the Holders, and the Trustee shall be restored respectively to their several positions and rights under the Indenture, and all rights, remedies and powers of the Issuer, the Guarantors, the Holders, and the Trustee shall continue as though no such proceeding had been taken. Anything in the Indenture to the contrary notwithstanding, interest on any overdue installments of principal of and premium, if any, as applicable, and (to the extent that payment of such interest is lawful) interest on the Notes shall accrue and be payable at the same rate as interest is otherwise payable on the Notes.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than twenty five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and and, upon any such declaration such declaration, the principal amount of and the accrued interest (or specified amountincluding any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities, (B) any accrued Additional Interest on all Securities, (C) the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, 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 (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) 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, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or in Section 5.1(e), a Majority of the Class A-1 Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(76.1(5) or 501(8Section 6.1(6)) with respect to Securities of any series at the time Outstanding shall occur Notes occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes may declare the principal amount of all the Securities of that series (orNotes and accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantors (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, thereon shall become immediately due and payable. If an Event of Default specified in Section 501(76.1(5) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur6) occurs and is continuing, the principal amount of all the Securities of that series (orNotes and accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinablethereon, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall automatically become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. Holders. (b) At any time after such a declaration of an acceleration with respect to Securities of any series 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 providedNotes, the Holders of a majority in principal amount of the Outstanding Securities of that seriesoutstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the rescission would not conflict with any judgment or decree; (2) all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of 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; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(i), (j) or 501(8)(k) with respect to Securities the Company or a Guarantor or the Event of any series at the time Outstanding shall occur Default specified in Section 5.01(l)) occurs and be is continuing, then in every such case the Trustee or shall, upon the request of the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities Outstanding, by written notice to the Company, declare all principal of that series may declare and any accrued and unpaid interest to the principal amount of all date the Securities of that series become due and payable on all outstanding Securities (or, if and any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereofAdditional Amounts relating thereto) to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon payable. Upon any such declaration such principal amount (or specified amount) and interest and any Additional Amounts with respect thereto, shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(i), (j) or 501 (8) k) with respect to Securities the Company or any Guarantor or the Event of any series at the time Outstanding shall occurDefault specified in Section 5.01(l) occurs and is continuing, then the principal amount of and accrued and unpaid interest, if any, on all the Securities of that series (or, if and any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Additional Amounts with respect thereto shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made or after any ipso facto acceleration following an Event of Default specified in Section 5.01(i), (j) or (k) with respect to Securities the Company or a Guarantor or the Event of Default specified in Section 5.01(l) above and, in any series has been made and such case, before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration or such ipso facto acceleration following an Event of Default specified in Section 5.01(i), (j), (k) or (l), as the case may be, and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due the Trustee under Section 6.07, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities (including any Additional Amounts payable in respect thereof), (iii) the principal of any Securities (including any Additional Amounts payable in respect thereof) which have become due otherwise than by such declaration of acceleration and interest thereon (including any Additional Amounts payable in respect thereof) at the rate then borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest (including any Additional Amounts payable in respect thereof) upon overdue interest at the rate then borne by the Securities; (b) all Events of Default, other than the non-payment of principal of and any accrued and unpaid interest on the Securities which have become due solely as a result of such declaration of acceleration, have been cured or waived as provided in Section 5.13; and (c) such rescission or annulment of such declaration of acceleration would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest and Additional Amounts, if any, on all Notes, (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and Additional Amounts, if any, 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, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.12. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) shall have occurred and be continuing with respect to Securities of any series at the time Outstanding shall occur and be continuingOutstanding, then in every such case the Trustee or the Holders of not less than 25% thirty-three per centum (33%) in principal amount of the Outstanding Securities of that such series may declare the principal amount of all the Securities of that series (or, if any of the Securities of that such series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by in the terms thereofthereof as contemplated by Section 301) of all of the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), together with premium, if any, and accrued interest, if any, thereon, shall become immediately due and payable. If ; provided, however, that if an Event of Default specified in Section 501(7) or 501 (8) shall have occurred and be continuing with respect to more than one series of Securities, the Trustee or the Holders of not less than thirty-three per centum (33%) in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, may make such declaration of acceleration, and not the Holders of the Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount one of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payableseries. At any time after such a declaration of acceleration with respect to Securities of any series has shall have been made and made, but before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securities of that seriesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Securities of such series then Outstanding; (ii) the principal of and premium, if any, on any Securities of such series then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; (iii) interest upon overdue interest at the rate or rates prescribed therefor in such Securities, to the extent that payment of such interest is lawful; and (iv) all amounts due to the Trustee under Section 807; and (b) any other Event or Events of Default with respect to Securities of such series, other than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 713. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if and any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) amounts payable hereunder to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and all accrued interest shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest (including Additional Payments, if any) on all Securities, (ii) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7Sections 5.1(g) or 501(8)and (h) with respect to Securities of any series at the time Outstanding Company) shall occur and be continuingcontinuing with respect to this Indenture, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of that series may such Holders shall, declare the all unpaid principal amount of all the Securities of that series (orof, premium, if any any, and accrued interest on all Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount (or specified amount) principal, premium, if any, and interest shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(7clause (g) or 501 (8) h) of Section 5.1 occurs with respect to the Company and is continuing, then all the Securities of any series at the time Outstanding shall occur, ipso facto become and be due and payable immediately in an amount equal to the principal amount of all the Securities, together with accrued and unpaid interest, if any, to the date the Securities of that series (orbecome due and payable, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action act on the part of the Trustee or any Holder. Thereupon, become immediately due the Trustee may, at its discretion, proceed to protect and payableenforce the rights of the Holders of the Securities by appropriate judicial proceedings. At any time after After such a declaration of acceleration with respect to Securities of any series has been made and the Securities, but 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 aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(e) or 501(8(f)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or shall, upon the Holders written direction of not less than 25% in principal amount a Supermajority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Debt to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(e) or 501 (8) f) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Debt, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any HolderNoteholder; provided, become immediately due and payable. that the Trustee shall promptly give written notice of any such acceleration of maturity to the Rating Agency. (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Supermajority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Debt (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Management Fees then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Management Fees. (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Debt that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes (unless such default is caused solely by the application of Section 11.1(a)(iii) following acceleration), the Holders of at least a Majority of the Class A Notes (so long as any Class A Notes are Outstanding), by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld); provided, that no Class of Secured Debt (other than the Class A Notes) shall have any rights pursuant to this subclause (I), regardless of whether any such Class subsequently becomes the Controlling Class; (II) in the case of an Event of Default specified in Section 5.1(g), the Holders of at least a Majority of the Class A Notes, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld); provided, that no Class of Secured Debt (other than the Class A Notes) shall have any rights pursuant to this subclause (II), regardless of whether any such Class subsequently becomes the Controlling Class; or (III) in the case of any other Event of Default, the Holders of at least a Supermajority of each Class of Secured Debt (voting separately by Class), in each case, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall promptly give written notice of any such rescission to the Rating Agency. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Debt will not be subject to acceleration by the Trustee or a Majority of the Controlling Class solely as a result of the failure to pay any amount due on the Secured Debt that is not of the Controlling Class other than any failure to pay interest due on the Class B Notes.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money amounts due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on any Class of Secured Notes or in Section 5.1(e), a Majority of the Controlling Class, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities ), the Collateral Trustee may, and shall, upon the written direction of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Debt to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Debt, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Collateral Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Collateral Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Collateral Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Collateral Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Debt (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Collateral Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Debt that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Debt or the Class B Notes or in Section 5.1(e), a Majority of the Class A Debt, by written notice to the Collateral Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); (II) if (and only if) the Class B Notes constitute the Controlling Class, in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class B Notes, the Holders of at least a Majority of the Class B Notes, by written notice to the Collateral Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (III) in the case of any other Event of Default, a Majority of each Class of Secured Debt (voting separately by Class), in each case, by written notice to the Collateral Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Debt will not be subject to acceleration by the Collateral Trustee solely as a result of the failure to pay any amount due on the Secured Debt that is not of the Controlling Class other than any failure to pay interest due on the Class B Notes.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 501(7) or 501(8subsection 6.1(h)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Indenture Trustee or the Holders Debtholders of not less than 25% in aggregate principal amount of the Outstanding outstanding Debt Securities may, and the Indenture Trustee at the request of that series may such Debtholders shall, declare the principal amount of all the Securities of that series (orand Premium, if any Securities of that series are Original Issue Discount Securitiesany) and accrued and unpaid interest on, or if the principal amount thereof is not then determinable, such portion all of the principal amount of outstanding Debt Securities immediately due and payable and, upon any such Securitiesdeclaration, or all such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be amounts will become due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7subsection 6.1(g) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurh)) above occurs and is continuing, then the principal amount of all the Securities of that series (orand Premium, if any Securities of that series are Original Issue Discount Securitiesany), or if the principal amount thereof is not then determinable, such portion and accrued and unpaid interest on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may outstanding Debt Securities then will ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Indenture Trustee or any HolderDebtholder. Baytex shall deliver to the Indenture Trustee, become immediately due and payablewithin 10 days after the occurrence thereof, notice of any default or acceleration referred to in subsection 6.1(e). At any time after such a declaration of acceleration with respect to Securities of any series has been made and acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Trustee, the Holders Debtholders of a majority in aggregate principal amount of the Outstanding Securities of that seriesoutstanding Debt Securities, by written notice to the Company Baytex and the Debtholders, the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) Baytex or any Guarantor has paid or deposited with the Indenture Trustee a sum sufficient to pay, (i) all overdue interest on all Debt Securities; (ii) all unpaid principal of (and Premium, if any) on any outstanding Debt Securities that has become due other than by such declaration of acceleration and interest thereon at the rate borne by the Debt Securities; (iii) to the extent that payment of such interest is lawful, interest on overdue interest and overdue principal at the rate borne by the Debt Securities; and (iv) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (b) all Events of Default, other than the non payment of amounts of principal of (and Premium, if any) or interest on the Debt Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Debt Securities because an Event of Default specified in subsection 6.1(e) 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 Indenture Trustee by Baytex and countersigned by the holders of such Indebtedness or an Indenture Trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Debt Securities, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(i), (j) or 501(8)(k) with respect to Securities the Company or a Guarantor or the Event of any series at the time Outstanding shall occur Default specified in Section 5.01(l)) occurs and be is continuing, then in every such case the Trustee or shall upon the request of the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities Outstanding, by written notice to the Company, declare all principal of that series may declare and any accrued and unpaid interest to the principal amount of all date the Securities of that series become due and payable on all outstanding Securities (or, if and any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereofAdditional Amounts relating thereto) to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon payable. Upon any such declaration such principal amount (or specified amount) and interest and any Additional Amounts with respect thereto, shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(i), (j) or 501 (8) k) with respect to Securities of the Company or any series at the time Outstanding shall occurGuarantor or Section 5.01(l) occurs and is continuing, then the principal amount of and accrued and unpaid interest, if any, on all the Securities of that series (or, if and any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Additional Amounts with respect thereto shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made or after any ipso facto acceleration following an Event of Default specified in Section 5.01(i), (j) or (k) with respect to Securities of the Company or a Guarantor or in Section 5.01(l) above and, in any series has been made and such case, before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration or such ipso facto acceleration following an Event of Default specified in Section 5.01(i), (j), (k) or (l), as the case may be, and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due the Trustee under Section 6.07, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities (including any Additional Amounts payable in respect thereof), (iii) the principal of any Securities (including any Additional Amounts payable in respect thereof) which have become due otherwise than by such declaration of acceleration and interest thereon (including any Additional Amounts payable in respect thereof) at the rate then borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest (including any Additional Amounts payable in respect thereof) upon overdue interest at the rate then borne by the Securities; (b) all Events of Default, other than the non-payment of principal of and any accrued and unpaid interest on the Securities which have become due solely as a result of such declaration of acceleration, have been cured or waived as provided in Section 5.13; and (c) such rescission or annulment of such declaration of acceleration would not conflict with any judgment or decree of any court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7501(9) or 501(8(10)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable (i) with respect to an Event of Default other than an Event of Default specified in Section 501(2) with respect to Deferral Period Interest, immediately, and (ii) with respect to an Event of Default specified in Section 501(2) with respect to Deferral Period Interest, upon termination of the Deferral Period, in each case by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any accrued interest shall become immediately due and payable; provided, however, that so long as the Credit Agreement or Exit Facility shall be in full force and effect, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in Section 501(9) or (10)), the Securities shall not become due and payable until the earlier to occur of (x) twenty days following delivery of written notice of such acceleration of the Securities to the agent under each of the Credit Agreement and the Exit Facility, as applicable, or (y) the acceleration (ipso facto or otherwise) of any indebtedness under the Credit Agreement or the Exit Facility. If an Event of Default specified in Section 501(7501(9) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur10) occurs, the principal amount of all and any accrued interest on the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Outstanding shall automatically, ipso facto become immediately due and payable without any declaration or other action Act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the 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 of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(7) or 501(8)5.1(8) with respect to Securities of any series at the time Outstanding shall occur Company) occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of of, and any accrued interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(7) or 501 (8) 5.1(8) with respect to Securities of any series at the time Outstanding shall occurCompany occurs, the principal amount and accrued interest on of all the Securities of that series (orshall, if any Securities of that series are Original Issue Discount Securitiesipso facto, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, become immediately due and payable without any declaration or other action Act of the Holders or any act on the part of the Trustee or any Holder, become immediately due and payableTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may may, on behalf of all Holders, rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Securities; (ii) the principal of and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities; (iii) to the extent permitted by applicable law, interest upon overdue interest at a rate of 0.50% per annum; and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment of the principal of and any premium and interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13; and (3) such rescission and annulment would not conflict with any judgment or decree issued in appropriate judicial proceedings regarding the payment by the Trustee to the Holders of the amounts referred to in 5.2(1). No rescission or annulment referred to above shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7Sections 5.1(g) or 501(8)and (h) with respect to Securities of any series at the time Outstanding Company) shall occur and be continuingcontinuing with respect to this Indenture, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding Securities may, and the Trustee at the request of that series may such Holders shall, declare the all unpaid principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) and accrued interest on all Notes to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee if given by Holders), the Holders of the Notes) and upon any such declaration declaration, such principal amount (or specified amount) principal, premium, if any, and interest shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(7clause (g) or 501 (8) h) of Section 5.1 occurs with respect to Securities of any series at the time Outstanding Company and is continuing, then all the Notes shall occur, ipso facto become and be due and payable immediately in an amount equal to the principal amount of all the Securities of that series (orNotes, together with accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if to the principal amount thereof is not then determinabledate the Notes become due and payable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action act on the part of the Trustee or any Holder. Thereupon, become immediately due the Trustee may, at its discretion, proceed to protect and payableenforce the rights of the Holders of the Notes by appropriate judiciary proceedings. At any time after After such a declaration of acceleration with respect to Securities of any series has been made and the Notes, but 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 aggregate principal amount of the Outstanding Securities of that seriesNotes Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Outstanding Notes, (iii) the principal of and premium, if any, on any Outstanding Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (b) all Events of Default, other than the nonpayment of principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than twenty five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such the principal amount of and the accrued interest (or specified amountincluding any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 501(7. (b) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on all Securities, (B) any accrued Additional Interest on all Securities, (C) the principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13; No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default described in Section 4.01 above (other than an Event of Default specified described in Section 501(74.01(e) or 501(8and Section 4.01(f)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, with respect to any Securities then and in each and every such case case, unless the aggregate principal amount of all the Securities have already become due and payable, either the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount of all the Securities and any and all accrued interest thereon to be due and payable immediately, and upon any such declaration such principal amount (or specified amount) the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities to the contrary notwithstanding. If an Event of Default specified in Section 501(74.01(e) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurSection 4.01(f) occurs, the principal amount of all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if and the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Make-Whole Payment shall immediately become and be specified by the terms thereof) shall automatically, due and payable without any declaration or other action act on the part of the Trustee or any Holder. If an Event of Default occurs, become immediately the outstanding Securities shall bear interest from the date of the event that creates the Event of Default until such Event of Default is cured, at the rate of the lesser of (i) twenty-one percent (21%) per annum or (ii) the maximum rate permitted by applicable law, regardless of when or whether the Holders deliver a Notice of Default or any Holder or the Trustee declares the outstanding principal balance due and payablepayable as provided in this Section 4.02. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences ifif all Events of Default with respect to the Securities, other than the nonpayment of the principal of the Securities which have become due solely by such acceleration, have been cured or waived as provided in Section 4.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 4.01(e) and Section 4.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than 2535% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any of the Securities of that such series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by in the terms thereofthereof as contemplated by Section 3.01) of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any receipt by the Company of notice of such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) together with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (orpremium, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyany, and without any declaration or other action on the part of the Trustee or any Holder, accrued and unpaid interest shall become immediately due and payable. At any time after such a declaration of acceleration with respect to of the maturity of the Securities then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securities of that seriesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Securities then Outstanding; (ii) the principal of and premium, if any, on any Securities then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities; (iv) all amounts due to the Trustee under Section 10.07; and (b) all Events of Default, other than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 9.13. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(g) or 501(8Section 5.1(h)), (i) the Collateral Trustee, with respect the consent of a Majority of the Controlling Class, by written notice to Securities the Issuer, or (ii) a Majority of any series at the time Outstanding Controlling Class, by written notice to the Issuer, the Asset Manager and the Collateral Trustee (and the Collateral Trustee shall occur and be continuing, then in every turn forward such case the Trustee or notice to the Holders of not less than 25% in principal amount of the Outstanding Securities of that series all Debt then Outstanding), may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Debt to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration declaration, such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payablepayable and the Reinvestment Period will terminate. If an Event of Default specified in Section 501(75.1(g) or 501 (8) Section 5.1(h) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occuraccrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyDebt, and other amounts payable hereunder, shall automatically become due and payable, without any declaration or other action act on the part of the Collateral Trustee or any Holder, become immediately due and payable. Holder of Debt. (b) At any time after such a declaration of acceleration with respect to Securities of any series Maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Collateral Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesControlling Class, by written notice to the Company Issuer and the TrusteeCollateral Trustee and S&P, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Collateral Trustee a sum sufficient to pay, and shall pay: (A) all overdue installments of interest on and principal of the Rated Debt then due (other than amounts due solely as a result of such acceleration); (B) to the extent that payment of such interest is lawful, interest on any Defaulted Interest at the applicable Debt Interest Rates; (C) all unpaid taxes and Administrative Expenses and sums paid or advanced by the Collateral Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Collateral Trustee and its agents and counsel; and (ii) the Collateral Trustee has determined that all Events of Default, other than the nonpayment of the interest on or principal of Notes that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class by written notice to the Collateral Trustee has agreed with such determination or has waived such Event of Default as provided in Section 5.14. The Debt may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Debt will not be subject to acceleration by a Majority of the Controlling Class solely as a result of the failure to pay any amount due on the Debt that is not the then Highest Ranking Class.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in Section 6.01 (other than an Event of Default specified in Section 501(76.01(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount amount, if any, of the Outstanding Securities of that series may Securities, declare the principal amount of all of the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) and all interest thereon to be due and payable immediately, including the Make-Whole Premium, if any, by a notice in writing to the Company (and to the Trustee if given by the Holders), ) and upon any such declaration such principal amount (or specified amountportion thereof) shall become immediately due and payable. If Upon the occurrence of an Event of Default specified in Section 6.01 (f) or (g), the principal amount of all of the Securities, all interest thereon, and the Make-Whole Premium, if any, shall automatically and immediately become due and payable. For the avoidance of doubt, if the principal amount of the Securities is paid on or prior to October 15, 2020, the Make-Whole Premium provided under Section 3.08 hereof shall be paid, even if such payment is made following acceleration pursuant to this Section 6.02. The Company will pay the Make-Whole Premium, as compensation to the Holders for the loss of their investment opportunity and not as a penalty, whether or not an Event of Default specified in Section 501(76.01(f) or 501 (8) with respect g) has occurred and (if an Event of Default specified in Section 6.01(f) or (g) has occurred) without regard to whether the event causing such Event of Default is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Securities and other Notes Obligations are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any series other means. Any premium payable pursuant to this Section 6.02 shall be presumed to be the liquidated damages sustained by each Holder as a result of the early repayment of the Securities and the Note Parties agree that it is reasonable under the circumstances currently existing. EACH NOTE PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time Outstanding payment is made; (C) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and (D) the Company shall occur, be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the principal amount of all Make-Whole Premium to the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if Trustee for the principal amount thereof is not then determinable, such portion ratable benefit of the principal amount of such Holders as herein described is a material inducement to Holders to purchase the Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay in U.S. dollars, (A) all overdue interest, if any, on all Outstanding Securities, (B) all unpaid principal of (and premium including the Make-Whole Premium, if any, on) any Outstanding Securities which has become due otherwise than by such declaration of acceleration, and interest, if any, on such unpaid principal (and premium including the Make-Whole Premium, if any) at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities other than the non-payment of amounts of principal of (or premium including the Make-Whole Premium, if any, on) or interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in Section 6.01(f) or 6.01(g) 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 otherwise paid in full. Upon the Trustee providing any declaration of acceleration, or rescission and annulment thereof pursuant to this Section 6.02 with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join such declaration of acceleration, or rescission and annulment, as the case may be, which record date shall be the close of business on the date the Trustee shall have provided such declaration of acceleration, or rescission and annulment, as the case may be. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 90 days after such record date (or their duly appointed agents), such declaration of acceleration, or rescission and annulment, as the case may by, shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from a declaration previously given by a Holder, or from giving, after the expiration of such period, a declaration identical to a declaration of acceleration, or rescission and annulment thereof, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date shall be established pursuant to the provisions of this Section 6.02.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7those covered by clause (3) or 501(8)(4) of Section 5.01 with respect to Securities of any series at the time Outstanding Company) shall occur and be continuing, then in every such case the Trustee Trustee, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that series such notice is a “notice of acceleration,” may declare the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or and accrued and unpaid interest, if the principal amount thereof is not then determinableany, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be Outstanding Securities due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7clause (3) or 501 (8) 4) of Section 5.01 with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration if (1) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences ifagents and counsel; (B) all overdue interest on all Securities; (C) 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 set forth in the Securities; and (D) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate set forth in the Securities which has become due otherwise than by such declaration of acceleration; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the non-payment of 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. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Outstanding Securities of that series and any other amounts payable hereunder (or, if including any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereofAdditional Payments) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided that, if the Property Trustee is the sole Holder of the Securities and if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fail to declare the principal of all the 44 44 Securities to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal and all accrued interest shall become immediately due and payable. Upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Payments) on all the Securities of such series shall then become immediately due and payable. If an Event ; provided that the payment of Default specified in Section 501(7) or 501 principal and interest on such Securities (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereofincluding Additional Payments) shall automatically, and without any declaration or other action on remain subordinated to the part of the Trustee or any Holder, become immediately due and payableextent provided in Article XII. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedhereinafter, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest (including any Compounded Interest) on all Securities, (B) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. The Company is required to file annually with the Trustee a certificate as to whether or not the Company is in compliance with all the conditions and covenants applicable to it under this Indenture. 45 45 No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of that series Bonds then Outstanding, considered as one class, may declare the principal amount of all the Securities of that series (or, if any Securities of that series the Bonds are Original Issue Discount Securities, or if the principal amount thereof is not then determinableBonds, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Bonds as may be specified by in the terms thereofthereof as contemplated by Section 3.01) of all Bonds then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) ), together with premium, if any, and accrued interest, if any, thereon, shall become immediately due and payable. If ; provided, however, that with respect to an Event of Default specified described in Section 501(710.01(d) or 501 (8) with respect to Securities of any series at the time Outstanding shall occure), the principal amount of all the Securities of that series (or, if any Securities of that series the Bonds are Original Issue Discount Securities, or if the principal amount thereof is not then determinableBonds, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Bonds as may be specified by in the terms thereofthereof as contemplated by Section 3.01) of all Bonds then Outstanding shall automatically, be due and payable immediately without any declaration or other further action on the part of by the Trustee or any Holder, become immediately due and payableHolders. At any time after such a declaration of acceleration with respect to Securities of the Maturity of the Bonds then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority Default giving rise to such declaration of acceleration shall, without further act and notwithstanding anything to the contrary in principal amount Section 316(a) of the Outstanding Securities of that seriesTrust Indenture Act, by written notice be deemed to the Company have been waived, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Bonds then Outstanding; (ii) the principal of and premium, if any, on any Bonds then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Bonds; and (iii) all amounts due to the Trustee under Section 11.07; and (b) any other Event or Events of Default, other than the non-payment of the principal of Bonds which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 10.17. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class B Notes or in Section 5.1(e), a Majority of the Class A-1 Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); (II) if (and only if) the Class B Notes constitute the Controlling Class, in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class B Notes, the Holders of at least a Majority of the Class B Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (III) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class other than any failure to pay interest due on the Class B Notes.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(4) or 501(85.1(5)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Debentures may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Debentures issued to the Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal amount of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amountportion thereof) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article XIV notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default specified in Section 501(75.1(4) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.1(5) occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Debentures shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series Debentures 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 V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesDebentures, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest (including any Additional Interest) on all of the Debentures, (B) the principal of and premium, if any, on any Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Debentures, and (C) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13;

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(e) or 501(85.01(f)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in a majority of the principal amount of the Outstanding Securities of that series Notes may declare the principal amount of all the Securities of that series (orNotes plus accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(e) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.01(f) occurs, the principal amount of all the Securities of that series (orNotes plus accrued and unpaid interest, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series the Notes 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 of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) the principal of (and premium, if any) the Notes which have become due otherwise than by such declaration of acceleration and any interest thereon, (ii) to the extent that payment of such interest is lawful, interest upon overdue interest on the Notes, and (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the non-payment of the principal on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. If a default for a failure to report or failure to deliver a required certificate in connection with another default (such other default, the “Initial Default”) occurs, then at the time such Initial Default is cured, the default for a failure to report or failure to deliver a required certificate in connection with the Initial Default will also be cured without any further action and any default or Event of Default for the failure to comply with the time periods prescribed under Section 10.10 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by Section 10.10 or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated solely in respect of an Event of Default specified in Section 5.01(e) or 5.01(f), the premium applicable with respect to an Optional Redemption of the Notes specified in Section 11.01 will also be due and payable as though the Notes were optionally redeemed on the date of such acceleration and shall constitute part of the Notes 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 premium payable above shall be presumed to be the liquidated damages (and not unmatured interest under Bankruptcy Law) sustained by each Holder as the result of the early redemption and the Company and each Subsidiary Guarantor agree that it is reasonable under the circumstances currently existing. The premium shall also be payable if the Notes (and/or the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding, deed in lieu of foreclosure or by any other means). THE COMPANY AND EACH SUBSIDIARY GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and each Subsidiary Guarantor expressly agree (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Company and the Subsidiary Guarantors giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company and each Subsidiary Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and each Subsidiary Guarantor expressly acknowledge that the agreement to pay the premium to Holders as herein described was a material inducement to Holders to purchase the Notes.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(g) or 501(8Section 5.1(h)), (i) the Trustee, with respect the consent of a Majority of the Controlling Class, by written notice to Securities the Issuer, or (ii) a Majority of any series at the time Outstanding shall occur Controlling Class, by written notice to the Issuer, the Asset Manager and be continuing, then in every such case the Trustee or (and the Trustee shall in turn forward such notice to the Holders of not less than 25% in principal amount of the Outstanding Securities of that series all Notes then Outstanding), may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration declaration, such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payablepayable and the Reinvestment Period will terminate. If an Event of Default specified in Section 501(75.1(g) or 501 (8) Section 5.1(h) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occuraccrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyNotes, and other amounts payable hereunder, shall automatically become due and payable, without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. Holder of Notes. (b) At any time after such a declaration of acceleration with respect to Securities of any series Maturity has been 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 providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesControlling Class, by written notice to the Company Issuer and the TrusteeTrustee and S&P, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay, and shall pay: (A) all overdue installments of interest on and principal of the Rated Notes then due (other than amounts due solely as a result of such acceleration); (B) to the extent that payment of such interest is lawful, interest on any Defaulted Interest at the applicable Note Interest Rates; (C) all unpaid taxes and Administrative Expenses and 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 (ii) the Trustee has determined that all Events of Default, other than the nonpayment of the interest on or principal of Notes that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class by written notice to the Trustee has agreed with such determination or has waived such Event of Default as provided in Section 5.14. The Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Notes will not be subject to acceleration by a Majority of the Controlling Class solely as a result of the failure to pay any amount due on the Notes that are not the then Highest Ranking Class.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Indenture Trustee or the Holders of not less than 2551% in principal amount of the aggregate Outstanding Securities Amount of that series all Classes of Principal Amount Notes may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be due and payable immediatelyimmediately payable, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by HoldersNoteholders), and upon any such that declaration such the unpaid principal amount (or specified amount) of the Principal Amount Notes, together with accrued interest on them through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a the declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, or the Holders of a majority in principal amount not less than 51% of the aggregate Outstanding Securities Amount of that seriesall Classes, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such the declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal on the Principal Amount Notes and interest on the Interest Bearing Notes and all other amounts that would then be due under this Indenture or on the Notes if the Event of Default giving rise to the acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee under this Indenture and the reasonable compensation, expenses, disbursements, and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that have become due solely by the acceleration, have been cured or waived as provided in Section 5.13. No rescission shall affect any subsequent default or impair any right consequent to it.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (1) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or in Section 5.1(e), a Majority of the Class A-1-R Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (2) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money amounts due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuers and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid taxes and Administrative Expenses of the Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuers hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or in Section 5.1(e), a Majority of the Class A Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(e) or 501(8(f)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Supermajority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and each Rating Agency, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(e) or 501 (8) f) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. Noteholder. (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and (C) all unpaid taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Aggregate Collateral Management Fees then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Aggregate Collateral Management Fees. (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class B Notes or in the case of an Event of Default specified in Section 5.1(g), the Holders of at least a Supermajority of the Class A-1 Notes, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld); provided that no Class of Secured Notes (other than the Class A-1 Notes) shall have any rights pursuant to this subclause (I), regardless of whether any such Class subsequently becomes the Controlling Class; or (II) in the case of any other Event of Default, the Holders of at least a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall promptly give written notice of any such rescission to each Rating Agency. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Secured Notes that are not of the Controlling Class other than any failure to pay interest due on the Class B Notes.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur have occurred and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any of the Securities of that such series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, Securities as may be specified by in the terms thereofthereof as contemplated by Section 301) of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any receipt by the Company of notice of such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) or 501 (8) together with respect to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (orpremium, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyany, and without any declaration or other action on the part of the Trustee or any Holder, accrued and unpaid interest shall become immediately due and payable. At any time after such a declaration of acceleration with respect to of the maturity of the Securities then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securities of that seriesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest, if any, on all Securities then Outstanding; (ii) the principal of and premium, if any, on any Securities then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities; (iv) all amounts due to the Trustee under Section 1007; and (b) all Events of Default, other than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 913. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in clauses (other than an Event b) through (r) of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding 5.02 shall occur have occurred and be continuing, then in every such case the Trustee or Indenture Trustee, at the Holders of not less than 25% in principal amount written direction of the Outstanding Securities of that series may Required Noteholders, shall declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee if given by Holders)Issuer, and upon any such declaration such the unpaid principal amount (of the Notes, together with accrued or specified amount) accreted and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. . (b) If an Event of Default specified described in clause (a) of Section 501(7) or 501 (8) with respect to Securities of any series at 5.02 shall have occurred and be continuing, then the time Outstanding shall occur, the unpaid principal amount of all Notes, together with the Securities accrued or accreted and unpaid interest thereon through the date of that series (oracceleration, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyautomatically become, and without any declaration or other action on the part of the Trustee or any Holdershall be considered to be declared, become immediately due and payable. . (c) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesRequired Noteholders, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of and interest on the Notes (including penalty or default interest accrued as a result of an Event of Default) and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and outside counsel and, if applicable, any such amounts due to the Receivables Trust Trustee; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent to it.

Acceleration of Maturity; Rescission and Annulment. If Unless otherwise provided pursuant to Section 301, if an Event of Default (other than an Event of Default specified in Section 501(7Sections 501(h) or 501(8and (i)) with respect to Securities of any series at the time Outstanding shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities Outstanding Securities of that the applicable series may declare may, and the Trustee at the request of the Holders of not less than 25% in aggregate principal amount of the Securities of the applicable series Outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holdersthe Holders of the Securities of that series); provided that, and upon any unless otherwise provided pursuant to Section 301, so long as the Bank Credit Agreement is in effect, such declaration shall not become effective until the earlier of (a) five Business Days after receipt of such principal amount notice of acceleration from the Holders or the Trustee by the agent under the Bank Credit Agreement or (or specified amountb) shall become immediately due acceleration of the Indebtedness under the Bank Credit Agreement. Thereupon the Trustee may, at its discretion, proceed to protect and payableenforce the rights of the Holders of the Securities of that series by appropriate judicial proceeding. If an Event of Default specified in Section 501(7clause (h) or (i) of Section 501 (8) with respect occurs and is continuing, then all the Securities shall ipso facto become and be immediately due and payable, in an amount equal to Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (orseries, together with accrued and unpaid interest, if any any, to the date the Securities of that series are Original Issue Discount Securitiesbecome due and payable, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action act on the part of the Trustee or any Holder. The Trustee or, become immediately due and payableif notice of acceleration is given by the Holders, the Holders shall give notice to the agent under the Bank Credit Agreement of any such acceleration. At Unless otherwise provided pursuant to Section 301, at any time after such a declaration of acceleration with respect to Securities of any series has been made and but 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 aggregate principal amount of the Securities Outstanding Securities of that the applicable series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(6) or 501(85.1(7)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of that series may Article XIII, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(6) or 501 (8) with respect to Securities of any series at the time Outstanding shall occur5.1(7) occurs, the principal amount of of, and accrued interest on, all the Securities shall, subject to the provisions of that series (orArticle XIII, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, ipso facto become immediately due and payable without any declaration or other action Act of the Holder or any act on the part of the Trustee or any Holder, become immediately due and payableTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Securities, (ii) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate borne by the Securities, (iii) to the extent permitted by applicable law, interest upon overdue interest at a rate of 6% per annum, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment of the principal of, and any premium and interest on, Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No rescission or annulment referred to above shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, (other than an Event of Default specified in Section 501(7Sections 5.01(v) or 501(8(vi)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then and in every such case the Trustee or may, and shall at the Holders of not less than 25% in principal amount direction of the Outstanding Securities of that series may Super-Majority Noteholders, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company Issuer (who shall promptly forward the same to the Rating Agency) and the Owner Trustee (and to the Trustee if given by HoldersNoteholders), and upon any such declaration such the unpaid principal amount (or specified amount) of the Notes, together with accrued and unpaid interest thereon, through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7Sections 5.01(v) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurvi) occurs, the unpaid principal amount of all the Securities Notes, together with accrued and unpaid interest thereon, through the date of that series (oracceleration, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on notice to the part of the Trustee or any HolderIssuer, become immediately due and payable. At any time after such a declaration or automatic occurrence of acceleration with respect to Securities of any series has been made maturity and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSuper-Majority Noteholders, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (A) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the Notes, and all other amounts that would then be due hereunder, upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) 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 (B) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. If the Notes are accelerated following an Event of Default, then on each Payment Date on or after such Event of Default, payments will be made by the Trustee from all funds available to it in the same order of priority as that provided for in Section 7.06(c) of the Sale and Servicing Agreement.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallyNotes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that series, Controlling Class by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Notes (other than any principal amounts due to the occurrence of an acceleration); and (B) all unpaid Taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder, by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fee then due and owing and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Collateral Management Fee; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Notes that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes or the Class B Notes or in Section 5.1(e), a Majority of the Class A Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (II) in the case of any other Event of Default, a Majority of each Class of Secured Notes (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld, delayed or conditioned); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. The Trustee shall provide notice to S&P upon any such rescission. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Notes will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on the Notes that are not of the Controlling Class.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 501(7Sections 5.01(h), (i) or 501(8)(j) with respect to Securities of any series at the time Outstanding Company) shall occur and be continuing, then in every such case the Trustee Trustee, by notice to the Company, or the Holders holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series Notes then Outstanding, by notice to the Trustee and the Company, may declare the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion and accrued interest on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be outstanding Notes due and payable immediately, by a notice upon which declaration all such amounts payable in writing to respect of the Company (Notes will become and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become be immediately due and payable. If an Event of Default specified in Section 501(7Sections 5.01(h), (i) or 501 (8) j) with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion and accrued interest on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may outstanding Notes will IPSO FACTO become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableholder of Notes. At any time after such a declaration of acceleration with respect to Securities of any series has been made and acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences ifagents and counsel, (ii) all overdue interest on all Outstanding Notes, (iii) the principal of and premium, if any, on any Outstanding Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Outstanding Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Outstanding Notes, and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7those covered by clause (7) or 501(8)) (8) of Section 5.1 with respect to Securities of any series at the time Outstanding Company) shall occur and be continuing, then in every such case the Trustee Trustee, by notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series then Outstanding, by notice to the Trustee and the Company, may declare the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or and accrued and unpaid interest, if the principal amount thereof is not then determinableany, such portion on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be outstanding Securities due and payable immediately, by a notice upon which declaration, all amounts payable in writing to respect of the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) Securities shall become immediately be due and payable. If an Event of Default specified in Section 501(7clause (7) or 501 (8) of Section 5.1 with respect to Securities of any series at the time Outstanding shall occurCompany or a Significant Subsidiary occurs and is continuing, then the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payableHolder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration if (1) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequences ifagents and counsel, (B) all overdue interest on all Securities, (C) 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 (D) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate set forth in the Securities which has become due otherwise than by such declaration of acceleration; (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (3) all Events of Default, other than the nonpayment of 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. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If (x) an Event of Default (other than an Event of Default specified in Section 501(75.01(h), (i) or 501(8)(j) with respect to Securities of any series at the time Outstanding shall occur Company) occurs and be continuing, is continuing then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities of that series may shall, declare the all principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelyimmediately in an amount equal to the principal amount of the Securities, premium, if any, thereon plus accrued and unpaid interest, if any, to the date the Securities become due and payable by a notice in writing to the Company (and to the Trustee Trustee, if given by the Holders), ) and upon any such declaration such principal amount (or specified amount) principal, premium, if any, and interest, shall become immediately due and payablepayable provided, however, that so long as the New Credit Agreement shall be in force and effect, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in Section 5.01 (h), (i) or (j) with respect to the Company), any such acceleration shall not be effective until the earlier to occur of (i) five Business Days following delivery of a notice of such acceleration to the Senior Representative under the New Credit Agreement and (ii) the acceleration of any Indebtedness under the New Credit Agreement. If an Event of Default specified in Section 501(75.01(h), (i) or 501 (8) j) with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of of, premium, if any, and accrued and unpaid interest, if any, on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Outstanding shall ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesthen Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due the Trustee under Section 6.07, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its 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 then borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate then borne by the Securities; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and any accrued and unpaid interest on, the Securities which have become due solely as a result of such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 5.01(e) 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 paid or the requisite 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 by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Securities and no other Event of Default has occurred which has not been cured or waived during such 60-day period.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 501(75.01(h), (i) or 501(8)(j) with respect to Securities of any series at the time Outstanding Company) shall occur and be continuing, then in every such case the Trustee Trustee, by notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series Notes then Outstanding, by notice to the Trustee and the Company, may declare the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion and accrued interest on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be Outstanding Notes due and payable immediately, by a notice upon which declaration all such amounts payable in writing to respect of the Company (Notes will become and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become be immediately due and payable. If an Event of Default specified in Section 501(75.01(h), (i) or 501 (8) j) with respect to Securities of any series at the time Outstanding shall occurCompany occurs and is continuing, then the principal amount of all the Securities of that series (orof, premium, if any Securities of that series are Original Issue Discount Securitiesany, or if the principal amount thereof is not then determinable, such portion and accrued interest on all of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may Outstanding Notes will ipso facto become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration or other action act on the part of the Trustee or any Holderholder of Notes. Notwithstanding the foregoing, become immediately due in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in clause (f) or (l) above shall have occurred and payablebe continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness or the obligations under a Permitted Receivables Transaction that is the subject of such Event of Default has been discharged or paid or such Event of Default shall have been cured or waived by the holders of such Indebtedness and written notice of such discharge, cure or waiver, as the case may be, shall have been given to the Noteholders by the Issuer or by the requisite holders of such Indebtedness or obligations or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default shall have occurred that has not been cured or waived during such 30-day period. At any time after such a declaration of acceleration with respect to Securities of any series has been made and acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority more than 75% in aggregate principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Trustee, may rescind and annul such declaration if all Events of Default, other than the non-payment of principal of, premium, if any, and its consequences ifinterest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(74.1(h) or 501(8)(i) with respect to Securities of any series at the time Outstanding shall occur hereof) occurs and be is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediatelyOutstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such declaration such the request of the Holders of not less than 25% in aggregate principal amount (or specified amount) of the Outstanding Securities shall, by a notice in writing to the Company, declare all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable immediately, upon which declaration all amounts payable in respect of the Securities shall become be immediately due and payable. If an Event of Default specified in Section 501(74.1(h) or 501 (8) with respect to Securities of any series at the time Outstanding shall occuri) hereof occurs and is continuing, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may amounts described above shall become and be specified by the terms thereof) shall automatically, immediately due and payable without any declaration declaration, notice or other action act on the part of the Trustee or any Holder. Promptly after the occurrence of a declaration of acceleration, become immediately due and payablethe Company shall notify each holder of Senior Indebtedness thereof, but failure to give any such notice shall not affect such declaration or its consequences. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company Company, the Subsidiary Guarantors and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to pay, (1) all overdue interest on all Outstanding Securities, (2) all unpaid principal of (and premium, if any, on) any Outstanding 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 Date or a Purchase Date pursuant to a Change of Control Offer or a Prepayment Offer, as applicable, and interest on such unpaid principal at the rate borne by the Securities, (3) to the extent that payment of such interest is lawful, interest on overdue interest and overdue principal at the rate borne by the Securities (without duplication of any amount paid or deposited pursuant to clauses (1) and (2) above), and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction as certified to the Trustee by the Company; and (c) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 4.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, if an Event of Default specified in Section 4.1(e) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration), and written notice of such repayment, or cure or waiver and 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 or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after any such acceleration in respect of the Securities, and so long as such rescission of any such acceleration of the Securities does not conflict with any judgment or decree as certified to the Trustee by the Company.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities the Company described in clause (viii), (ix) or (x) of any series at the time Outstanding shall occur preceding paragraph) occurs and be is continuing, then in every such case the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company may declare the unpaid principal of (and premium, if any) and accrued interest to the Trustee if given by Holders)date of acceleration on all the outstanding Securities to be due and payable immediately and, and upon any such declaration declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or specified amount) shall the Securities to the contrary, but subject to the provisions limiting payment described in Section 12.01, will become immediately due and payable; provided, however, that if there are any amounts or commitments outstanding under the Credit Facility, if an Event of Default shall have occurred and be continuing (other than an Event of Default with respect to the Company described in clause (viii), (ix) or (x) of the preceding paragraph), the Securities shall not become due and payable until the earlier to occur of (x) five Business Days following delivery of written notice of such acceleration of the Securities to the agent under the Credit Facility; provided that such Event of Default is then continuing and (y) the acceleration (ipso facto or otherwise) of any Indebtedness under the Credit Facility, but only if such Event of Default is then continuing. If an Event of Default specified in Section 501(7clause (viii), (ix) or 501 (8) x) of the preceding paragraph with respect to Securities of any series at the time Outstanding shall occurCompany occurs under this Indenture, the principal amount of all the outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, will ipso facto become immediately due and payable without any declaration or other action act on the part of the Trustee or any Holder. Notwithstanding the foregoing, become immediately due and payable. At any time after such in the event of a declaration of acceleration with in respect to of the Securities because an Event of any series Default specified in clause (v) above 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 made discharged or paid or such Event of Default shall have been cured or waived by the holders of such Indebtedness and before written notice of such discharge, cure or waiver, as the case may be, shall have been given to the Trustee by the Company or by the requisite holders of such Indebtedness or a judgment trustee, fiduciary or decree agent for payment such holders, within 30 days after such declaration of acceleration in respect of the money due Securities, and no other Event of Default shall have occurred which has not been obtained by the Trustee as hereinafter in this Article providedcured or waived during such 30-day period. After a declaration of acceleration, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of that seriesmay, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration if all existing Events of Default have been cured or waived, other than nonpayment of principal of, premium, if any, and its consequences ifaccrued interest on the Securities that has become due solely as a result of the acceleration thereof, and if the rescission of acceleration would not conflict with any judgment or decree. Past defaults under this Indenture (except a default in the payment of the principal of, premium, if any, or interest on any Security issued thereunder or in respect of a covenant or a provision which cannot be modified or amended without the consent of all Holders of such Securities) may be waived by the Holders of a majority in aggregate principal amount of the outstanding Securities. 72

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7501(5) or 501(8501(6)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7501(5)or 501(6) or 501 (8) with respect to Securities of any series at the time Outstanding shall occuroccurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company Issuer and the Trustee, may rescind and annul such declaration and its consequences if (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) 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 provided therefor in the Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided therefor in the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(75.1(f) or 501(8(g)) with respect to Securities of any series at the time Outstanding shall occur and be continuing), then in every such case the Trustee or may, and shall, upon the Holders written direction of not less than 25% in principal amount a Majority of the Outstanding Securities of that series may Controlling Class, by notice to the Co-Issuers and each Rating Agency, declare the principal amount of and accrued and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) Secured Debt to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders)payable, and upon any such declaration such principal amount (or specified amount) principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(f) or 501 (8) g) occurs, all unpaid principal, together with respect to Securities of any series at the time Outstanding shall occurall accrued and unpaid interest thereon, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automaticallySecured Debt, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other action act on the part of the Trustee or any Holder, become immediately due and payable. . (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesControlling Class, by written notice to the Company Issuer, the Trustee and the Trusteeeach Rating Agency, may rescind and annul such declaration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all unpaid installments of interest and principal then due on the Secured Debt (other than any principal amounts due to the occurrence of an acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and (C) all unpaid taxes and Administrative Expenses of the Co-Issuers and other sums paid or advanced by the Trustee hereunder, by the Loan Agent under the Credit Agreement or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Aggregate Collateral Management Fees then due and owing (excluding any Waived Collateral Management Fee) and any other amounts then payable by the Co-Issuers hereunder prior to such Administrative Expenses and such Aggregate Collateral Management Fees; or (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Debt that has become due solely by such acceleration, have: (A) been cured; and (I) in the case of an Event of Default specified in Section 5.1(e), the Holders of at least a Majority of the Class A-1 Notes, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld); or (II) in the case of any other Event of Default, the Holders of at least a Majority of each Class of Secured Debt (voting separately by Class), in each case, by written notice to the Trustee, have agreed with such determination (which agreement shall not be unreasonably withheld); or (B) been waived as provided in Section 5.14. No such rescission shall affect any subsequent Default or impair any right consequent thereon. (c) Notwithstanding anything in this Section 5.2 to the contrary, the Secured Debt will not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due on a Class of Secured Debt other than the Controlling Class other than any failure to pay interest due on the Class A-2 Notes or the Class B Debt.

Acceleration of Maturity; Rescission and Annulment. If Subject to the immediately succeeding paragraph, if an Event of Default (other than an Event of Default specified in Section 501(7) or 501(8)) with respect to Securities of any series at the time Outstanding shall occur occurs and be is continuing, then and in every such case the Trustee Trustee, or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Securities, may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if and accrued interest thereon to the principal amount thereof is not then determinable, such portion of the principal amount date of such Securitiesdeclaration, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(74.01(h) or 501 (8) with respect to Securities of any series at the time Outstanding shall occurSection 4.01(i) occurs, the principal amount of of, and accrued interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, or if the principal amount thereof is not then determinable, such portion of the principal amount of such Securities, or such other amount in lieu of such principal amount, as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to the Securities of any series has been 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 providedArticle, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue installments of interest on all Outstanding Securities, (ii) the principal of (and premium, if any, on) any Outstanding Securities that have become due otherwise than by reason of such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to the Securities, other than the nonpayment of the principal of (or premium, if any) or interest on Securities which have become due solely by reason of such declaration of acceleration, have been cured or waived as provided in Section 4.13. No such rescission shall affect any subsequent Default or Event of Default or impair any right in respect thereof.