Common use of Acceleration of Maturity Clause in Contracts

Acceleration of Maturity. If any one or more of the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen (other than an Event of Default specified in Section 4.01(5) or Section 4.01(6) with respect to Securities of any series at the time OutstandingCompany) occurs and is continuing, then, then and in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of 25not less than 51% or more in principal amount of the Outstanding Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such the Holders), and upon any such declaration the same such principal or specified portion thereof shall become and be immediately due and payable. If an Event of Default specified in Section 4.01(5) or Section 4.01(6) with respect to the Company occurs, anything in this Indenture or in the principal of all of the Securities shall become immediately due and payable without any declaration or other Act of such series contained to the contrary notwithstandingHolders or any act on the part of the Trustee. This provisionSection 4.02, however, is subject to the condition thatconditions that if, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee (from the Escrow Account or otherwise) a sum sufficient to pay, the principal of any and all arrears of interest, if any, upon all Securities that shall have become due and the Securities of such series (with interest, amounts due to the extent that interest thereon shall be legally enforceableTrustee pursuant to Section 5.05, on and if (1) rescission would not conflict with any overdue installment judgment or decree of interest at the rate borne by the Securities a court of such seriescompetent jurisdiction and (2) any and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable Events of Defaults under this Indenture (except the principal of the Securities of with respect to such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this IndentureSecurities, other than the non-payment nonpayment of the principal of such Securities of that series which shall have become due solely by such declaration of accelerationacceleration or failure to deliver amounts due upon conversion, shall have been made good cured or waived pursuant to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been madeSection 4.13, then and in every such case the Holders of a majority in aggregate principal amount of the Securities Outstanding Securities, by written notice to the Company and to the Trustee, may waive all Defaults or Events of such series then Outstanding may, on behalf of the Holders of all Default with respect to the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequencesconsequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver, waiver or rescission or 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 the Trustee in writing, promptly upon becoming aware thereof, of any Event of Default by delivering to the Trustee a statement specifying such Event of Default and any action the Company has taken, is taking or proposes to take with respect thereto. No rescission or annulment referred to above shall affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. Rescission and ---------------------------------------- Annulment. If any one or more of the above-described Events an Event of Default shall happen with respect to the Securities of any series ---------- of any Issuer at the time OutstandingOutstanding occurs and is continuing, then, then and in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Outstanding Securities of such series then of such Issuer may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding may Securities of such series of such Issuer shall, declare the principal amount of all the Securities of that series of such Issuer (or, if the Securities of such series then Outstandingare Discounted Securities, if not then due and payablesuch portion of the principal amount as may be specified in the terms of that series), together with any accrued interest, to be due and payable immediately, by a notice in writing to such Issuer and the Company Guarantor (and to the Trustee if given by such the Holders)) and, and upon any such declaration the same such principal amount (or specified amount) shall become and be immediately due and payable. If an Event of Default specified in Section 5.01(e) or (f) occurs and is continuing, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after then the principal of all the Securities of such that series of the applicable Issuer, together with any accrued interest, shall have been so declared to ipso facto become and be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. At any time after such 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 such series, by written notice to the applicable Issuer, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if: (i) such Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (A) all arrears overdue interest on all Securities of interestsuch series, (B) the principal of (and premium, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on on) any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be have become due otherwise than by such declaration of acceleration and payable were it not for interest thereon at the rate or rates prescribed therefor in such declarationSecurities, (C) shall be to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the CompanyTrustee hereunder and the reasonable compensation, expenses, disbursement and every other advances of the Trustee, its agents and counsel; and (ii) all Events of Default under this Indenturewith respect to Securities of such series, other than the non-payment of the principal of Securities of that such series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one (a) Except as set forth in the following sentence, if an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or more if directed by the Noteholders representing not less than a majority of the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount Note Balance of the Securities of such series then Outstanding may Controlling Class, shall declare the principal amount of all the Securities of such series then Outstanding, if not then Notes to be immediately due and payable, to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by such HoldersNoteholders), and upon any such declaration the same unpaid Note Balance of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become and be immediately due and payable. If an Event of Default specified in Section 5.1(e) occurs, anything in this all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any Noteholder. (b) At any time after the principal such declaration of all the Securities acceleration of such series shall have maturity has been so declared to be due made and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not before a judgment or decree for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal money due has been obtained by the Indenture Trustee as hereinafter provided for in this Article V, the Noteholders representing a majority of Securities the Note Balance of that series which have become due solely the Controlling Class, by such declaration of acceleration, shall have been made good written notice to the reasonable satisfaction of Issuer and the Trustee or of the Holders of a majority in principal amount of the Securities of such series then OutstandingIndenture Trustee, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequencesconsequences 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; but no and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such waiveracceleration, have been cured or waived as provided in Section 5.12. No such rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereonthereto. If the Notes have been declared due and payable or have automatically become due and payable following an Event of Default, the Indenture Trustee may institute Proceedings to collect amounts due or foreclose on the Collateral or exercise remedies as a secured party. Any declaration sale of the Collateral by the Indenture Trustee pursuant to this Section 5.2 shall will be by written notice subject to the Company, terms and any declaration or waiver by the Holders conditions of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.5.4. 27 Indenture (ACMAT 2024-2)

Acceleration of Maturity. If any one or more of Upon the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding, then, happening and in each and every such case, during the continuance of any event of default specified in Section 11.01 (a), (b), (f), (g) or (h) hereof, then and in every such Event of Default, case the Trustee or may, and, upon the written request of the Holders of 25% or more not less than a majority in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then OutstandingBonds, if not then due and payable, to be due and payable immediatelyshall, by a notice in writing to the Company Corporation, declare the principal of and interest on all of the Outstanding Bonds to be due and payable. At the expiration of thirty (30) days after such notice is given, such principal and to the Trustee if given by such Holders), and upon any such declaration the same interest shall become and be immediately due and payable, anything herein or in this any Supplemental Indenture or in the Securities of such series contained Bonds to the contrary notwithstanding. This provision, however, is subject to the condition that, if at At any time after the principal of all the Securities of such series Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy hereunder, the Trustee shall, with the written consent of the Holders of not less than a majority in principal amount of the Bonds not then due by their terms and then Outstanding and by written notice to the Corporation, annul such declaration and its consequences if: (i) moneys shall have accumulated in the Debt Service Fund sufficient to pay all arrears of interest, if any, upon all of the Securities Outstanding Bonds (except the interest accrued on such Bonds since the last interest payment date); (ii) moneys shall have accumulated and be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and Paying Agent; (iii) all other sums amounts then payable by the Corporation hereunder and under each Supplemental Indenture (other than principal amounts payable only because of a declaration and acceleration under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declarationSection 11.02) shall be have been paid by or a sum sufficient to pay the Company, same shall have been deposited with the Trustee; and (iv) every other Default under this Indenturedefault known to the Trustee in the observance or performance of any covenant, condition or agreement contained herein or in any Supplemental Indenture or in the Bonds (other than a default in the non-payment of the principal of Securities such Bonds then due only because of that series which have become due solely by such a declaration of acceleration, under this Section 11.02) shall have been made good remedied to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of Trustee. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If (a) The Company covenants that (1) in case default shall be made in the payment of any one or more installment of interest on any of the above-described Events Debentures of Default shall happen a series, or any payment required by any sinking or analogous fund established with respect to Securities of any that series at as and when the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then same shall have become due and payable, to and such default shall have continued for a period of 30 days, or (2) in case default shall be due and payable immediatelymade in the payment of the principal of (or premium, by if any, on) any of the Debentures of a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration series when the same shall have become and be immediately due and payable, anything in this Indenture whether upon maturity of the Debentures of a series or in upon redemption or upon declaration or otherwise, then, upon demand of the Securities of such series contained Trustee, the Company will pay to the contrary notwithstanding. This provisionTrustee, howeverfor the benefit of the holders of the Debentures of that series, is subject to the condition that, if at any time after the principal of all the Securities of such series whole amount that then shall have been so declared to be become due and payable, payable on all arrears of interestsuch Debentures for principal (and premium, if any, upon all the Securities of such series (with ) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest thereon shall be legally enforceable, on is enforceable under applicable law and without duplication of any other amounts paid by the Company or the applicable Hawaiian Electric Industries Capital Trust in respect thereof) upon overdue installment installments of interest at the rate borne per annum expressed in the Debentures of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Debentures of that series and collect in the manner provided by law out of the property of the Company or other obligor upon the Debentures of that series wherever situated the moneys adjudged or decreed to be payable. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Company, any other obligor on such Debentures, or the creditors or property of either, the Trustee shall have the power to intervene in such proceedings and take any action therein that may be permitted by the Securities court and shall (except as may be otherwise provided by law) be entitled to file such proofs of such series) claim and all amounts owing other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities holders of Debentures of such series which would not be allowed for the entire amount due and payable were it not for such declaration) shall be paid by the CompanyCompany or such other obligor under the Indenture at the date of institution of such proceedings and for any additional amount which may become due and payable by the Company or such other obligor after such date, and every to collect and receive any moneys or other Default property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Debentures of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Debentureholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, other than the non-payment or under any of the principal terms established with respect to Debentures of Securities that series, may be enforced by the Trustee without the possession of any of such Debentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Debentures of such series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Debentures of that series which have become due solely by such declaration or the rights of acceleration, shall have been made good any holder thereof or to authorize the reasonable satisfaction Trustee to vote in respect of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities claim of any series pursuant to this Section 5.2 shall be by written notice to the Company and the TrusteeDebentureholder in any such proceeding.

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or holders of 66 2/3% of the Holders of 25% or more in outstanding principal amount of Notes may, by notice to the Securities of such series then Outstanding may Company, declare the entire outstanding principal amount balance of the Notes, and all the Securities of such series then Outstandingaccrued and unpaid interest, if not then due and payableany, thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same entire outstanding principal balance of the Notes, and said accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; provided that if an Event of Default under clause (c), however(d), is subject or (e) of Section 8.1 with respect to the condition thatCompany shall have occurred, if at any time after the outstanding principal amount of all of the Securities of such series shall have been so declared to be due Notes, and payable, all arrears of accrued and unpaid interest, if any, upon thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Securities Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, the Purchaser or Affiliate of the Purchaser (but not any transferee thereof other than an Affiliate of such series (with interestPurchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $1,000,000 may, by notice to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than declare the non-payment of the entire outstanding principal of Securities of that series which have become due solely by such declaration of accelerationNotes and all accrued and unpaid interest, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstandingif any, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been madethereon, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable immediately, and may rescind and annul upon any such declaration the entire outstanding principal of such Notes and its consequences; but no said accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such waiver, rescission Notes or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to in this Section 5.2 shall be by written notice Agreement to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteecontrary notwithstanding.

Acceleration of Maturity. Waiver of Past Defaults and Rescission. a) If any one or more of the above-described Events an Event of Default shall happen with respect to Securities of any series at (other than those specified in Section 9.01(i) and 9.01(j) involving the time Outstanding, thenCompany, and as otherwise provided in each Section 9.03) occurs and is continuing, then and in every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in principal amount aggregate Principal Amount of the Securities of such series then Outstanding outstanding Notes may declare 100% of the principal amount of Principal Amount plus accrued and unpaid interest on all the Securities of such series then Outstanding, if not then due and payable, outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same such Principal Amount plus accrued and unpaid interest shall become and be immediately due and payable. Notwithstanding the foregoing, anything in this Indenture or in the Securities case of such series contained an Event of Default specified in Section 9.01(i) or Section 9.01(j) with respect to the contrary notwithstanding. This provisionCompany, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal 100% of the Securities of such series which would not be Principal Amount plus accrued and unpaid interest on all outstanding Notes will automatically become due and payable were it not for such declaration) shall be paid by without any declaration or other act on the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction part of the Trustee or of the any Holder. b) The Holders of a majority in principal amount aggregate Principal Amount of the Securities of such series then Outstandingoutstanding Notes, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee, may (x) waive any past Default and its consequences and (y) at any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 9 provided, rescind any such acceleration with respect to the Notes and its consequences, except, in each case, with respect to a Default described in Section 9.01(a), Section 9.01(b) or Section 9.01(c), or in respect of a covenant or provision hereof which under Article 14 cannot be modified or amended without the consent of the Holder of each outstanding Note affected, if: (1) such rescission will not conflict with any judgment or decree of a court of competent jurisdiction; and (2) all existing Events of Default have been cured or waived and all amounts owing to the Trustee have been paid. Upon any such waiver, the Default which has been waived shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured, for every other purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. ------------------------ If any one or more of the above-described Events an Event of Default shall happen with respect to Securities (other than an Event of any series at the time OutstandingDefault specified in clause (g) of Section 5.1) occurs and is continuing, then, and then in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding Notes may declare the principal amount of all of the Securities of such series then Outstanding, if not then due and payable, Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration such principal amount shall become immediately due and payable. If any Event of Default specified in clause (g) of Section 5.1 occurs, the same principal amount of all of the Notes shall automatically become and be immediately due and payable, anything in this Indenture payable without any declaration or in other act on the Securities part of such series contained to the contrary notwithstandingTrustee or any Holder. This provision, however, is subject to the condition that, if at At any time after such a declaration of acceleration with respect to 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 Notes, 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 Notes, (B) the principal of all the Securities of such series shall have been so declared to be due (and payable, all arrears of interestpremium, if any, upon all on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the Securities of rate or rates prescribed therefor in such series Notes, (with interest, C) to the extent that payment of such interest thereon shall be legally enforceableis lawful, on any interest upon overdue installment of interest at the rate borne or rates prescribed therefor in such Notes, and (D) all sums paid or advanced by the Securities of such series) Trustee hereunder and all amounts owing the Trustee reasonable, expenses, disbursements and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal advances of the Securities Trustee's agents and counsel; and (2) all Events of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenturewith respect to Notes, other than the non-non- payment of the principal of Securities of that series Notes which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen with respect to Securities (other than an Event of any series at the time OutstandingDefault specified in Section 6.01(a)(8) and (9)) under Section 6.01 occurs and is continuing, then, then and in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Securities of such series then Outstanding outstanding Notes may declare the unpaid principal amount of of, premium, if any, and accrued and unpaid interest on, all the Securities of such series Notes then Outstanding, if not then due and payable, outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Trustee Trustee, if given by such Holders), ) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(8) or (9) occurs, all unpaid principal of, and accrued interest on, the same Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Securities of such series contained Notes to the contrary notwithstanding. This provision, however, is subject to the condition that, if at If an Event of Default occurs during any time after that the principal Notes are outstanding, by reason of all any willful action or inaction taken or not taken by or on behalf of the Securities Issuer with the intention of such series avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall have been so declared to be also become immediately due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, payable to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at permitted by law upon the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal acceleration of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Notes. The Holders of a majority in aggregate principal amount of the Securities of such series then Outstandingoutstanding Notes, or provision deemed by written notice to the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities Notes, rescind and annul a declaration of such series, acceleration and its consequences or waive the any existing Default or Event of Default by reason and its consequences under this Indenture except a continuing Default or Event of which Default in the payment of interest or premium, if any on, or the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the TrusteeNotes.

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or holders of a majority of the Holders of 25% or more in outstanding principal amount of Notes may, by notice to the Securities of such series then Outstanding may Company, declare the entire outstanding principal amount balance of the Notes, and all the Securities of such series then Outstanding, if not then due accrued and payableunpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same entire outstanding principal balance of the Notes, and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; provided that if an Event of Default under clause (c), however(d), is subject or (e) of Section 7.1 with respect to the condition thatCompany shall have occurred, if at any time after the outstanding principal amount of all of the Securities of such series Notes, and all accrued and unpaid interest thereon, shall have been so declared to be immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all arrears of interestwhich are hereby expressly waived, if any, upon all anything in the Securities of such series (with interest, Notes or this Agreement to the extent contrary notwithstanding; and provided, further, that interest thereon if an Event of Default under clause (a) or (b) of Section 7.1 shall have occurred and be legally enforceable, on continuing with respect to any overdue installment of interest at the rate borne Note held by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal a Purchaser or an Affiliate of the Securities Purchaser (but not any transferee thereof other than an Affiliate of the Purchaser), such series which would not be due and payable were it not for such declaration) shall be paid Purchaser may by notice to the Company, and every other Default under this Indenture, other than declare the non-payment of the entire outstanding principal of Securities of that series which have become due solely all Notes so held by such declaration of accelerationPurchaser and its Affiliates and all accrued and unpaid interest thereon, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable immediately, and may rescind and annul upon any such declaration the entire outstanding principal of such Notes and its consequences; but no said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such waiver, rescission Notes or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to in this Section 5.2 shall be by written notice Agreement to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteecontrary notwithstanding.

Acceleration of Maturity. If any one or more of the above-described Events of Default shall happen with respect to Securities of any series at the time Outstandingoutstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series then Outstandingoutstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 10.01(a) and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) ), shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstandingoutstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 6.02 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.the

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or holders of 66 2/3% of the Holders of 25% or more in outstanding principal amount of Notes may, by notice to the Securities of such series then Outstanding may Company, declare the entire outstanding principal amount balance of the Notes, and all the Securities of such series then Outstandingaccrued and unpaid interest, if not then due and payableany, thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same entire outstanding principal balance of the Notes, and said accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; provided, howeverthat if an Event of Default under clause (c), is subject (d), or (e) of Section 8.1 with respect to the condition thatCompany shall have occurred, if at any time after the outstanding principal amount of all of the Securities of such series shall have been so declared to be due Notes, and payable, all arrears of accrued and unpaid interest, if any, upon thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Securities Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, any of the Purchasers or Affiliate of the Purchasers (but not any transferee thereof other than an Affiliate of such series (with interestPurchasers) holding one or more Notes in an aggregate outstanding principal amount of at least $1,000,000 may, by notice to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than declare the non-payment of the entire outstanding principal of Securities of that series which have become due solely by such declaration of accelerationNotes and all accrued and unpaid interest, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstandingif any, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been madethereon, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable immediately, and may rescind and annul upon any such declaration the entire outstanding principal of such Notes and its consequencessaid accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding; but no such waiverprovided, rescission or annulment further that so long as any Senior Indebtedness shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee be outstanding pursuant to this the Revolving Credit Agreement or the administrative agent, the issuing bank or the lenders thereto have any further obligation to extend credit thereunder, if an Event of Default shall have occurred and be continuing (other than an Event of Default under clause (c), (d) or (e) of Section 5.2 8.1), any such acceleration shall not be by effective until the first to occur of: (i) the day that is five (5) days after the date that such holder of Notes shall have given written notice (including notice by telegram, telex or facsimile) to the Administrative Agent under the Revolving Credit Facility, (ii) the acceleration of the maturity of the Revolving Credit Facility or the institution of a civil action to collect any Indebtedness in respect of the Revolving Credit Facility, (iii) the institution of any case or proceeding described in subsection 11.1(a) by or against the Company, and (iv) full and any declaration or waiver by the Holders final payment in cash of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteeall Senior Indebtedness.

Acceleration of Maturity. If any one or more of Upon the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding, then, happening and in each and every such case, during the continuance of any such Event of DefaultDefault specified in Section 10.1, the Bond Trustee or may, and upon the written request of the Holders of not less than twenty-five percent (25% or more %) in aggregate principal amount of the Securities of such series Bonds then Outstanding may shall, by notice in writing to the SystemIssuer and the Borrower declare the principal amount of all the Securities of such series Bonds then Outstanding, Outstanding (if not then due and payable, ) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or in this Indenture or in the Securities of such series contained Trust Agreement to the contrary notwithstanding. This provision, however, is subject to the condition that, if If at any time after the principal of all and interest on the Securities of such series Bonds shall have been so declared to be due and payable, all arrears and before the entry of interestfinal judgment or decree in any audit, if any, upon all the Securities action or proceeding instituted on account of such series (with interestdefault, to or before the extent that interest thereon shall be legally enforceable, on completion of the enforcement of any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable remedy under this Indenture (except Trust Agreement, the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall following conditions have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, satisfied then and in every such case the Bond Trustee may, and upon the written request of the Holders of a majority not less than twenty-five percent (25%) in aggregate principal amount of the Securities Bonds not then due except by virtue of such series declaration and then Outstanding mayshall, on behalf of by written notice to the Holders of all SystemIssuer and the Securities of such seriesBorrower, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; , but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any thereon provided that: (1) money shall have accumulated in the Bond Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon Bonds then Outstanding (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last Interest Payment Date but not otherwise due and payable), (2) all amounts then payable by the Trustee System hereunderBorrower under the Loan Agreement shall have been paid or a sum sufficient to pay the same shall have been deposited by the SystemBorrower with the Bond Trustee, and (3) every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Trust Agreement (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied and, in the case of an event of default under Section 10.1 hereof, any acceleration of Obligation No. 30 shall have been rescinded in accordance with the Master Indenture. If pursuant to the provisions of this Section 5.2 Trust Agreement the obligation of the System to pay the Bonds is accelerated (and not subsequently rescinded), the SystemBorrower shall pay to the Bond Trustee forthwith, an amount that shall be by written notice sufficient, together with all other funds available therefore, to the Companypay such Bonds in full, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 an amount that shall be by written notice sufficient, together with all other funds available therefore, to pay all other expenses of the Company and the TrusteeBond Trustee incurred or to be incurred under this Trust Agreement.

Acceleration of Maturity. Rescission and ---------------------------------------------- Annulment. (a) If any one or more of the above-described Events an Event of Default shall happen with respect occurs and is continuing, not having been --------- remedied within the applicable time period to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any address such Event of Default, if any, set forth in Section 5.1(f) hereof, the Trustee or shall promptly notify the Holders Noteholders that all unpaid principal of 25% or more in principal amount all of the Securities of such series then Outstanding may declare the principal amount of Notes, together with all the Securities of such series then Outstandingaccrued and unpaid interest thereon, if not then due and payableother amounts payable hereunder shall become, and shall be deemed to be have become, immediately due and payable immediatelywithout any declaration or notice or any other action, unless such automatic acceleration is rescinded by a Majority of the Controlling Class within sixty (60) days of the occurrence of such Event of Default (except in the case of an Event of Default specified in Section 5.01(g) or (h), in which case no rescission may be made). A Majority of the Controlling Class may, by a written notice in writing to the Company Trustee, rescind an Event of Default and may rescind acceleration and its consequences. Unless the automatic acceleration has been rescinded by a Majority of the Controlling Class within sixty (60) days of the occurrence of such Event of Default, all unpaid principal of all of the Notes, together with all accrued and to the Trustee if given by such Holders)unpaid interest thereon, and upon any such declaration the same other amounts payable hereunder shall become automatically become, and shall be deemed to have become, immediately due and payable. Any decision by a Majority of the Controlling Class to rescind an automatic acceleration shall not prevent a Majority of the Controlling Class from causing, anything in this Indenture or in at a later date, an acceleration of all unpaid principal of all of the Securities Notes, together with all accrued and unpaid interest thereon, and other amounts payable hereunder if the relevant Event of such series contained to the contrary notwithstanding. This provisionDefault is continuing; provided, however, is subject that no decision to cause an -------- ------- acceleration following a rescission of an automatic acceleration may be made without the condition that, if at consent of the Liquidity Facility Provider. No such rescission of an Event of Default shall affect the rights of the Noteholders with respect to any subsequent Event of Default which may occur under the Indenture. (b) At any time after the principal such a declaration of all the Securities acceleration of such series shall have Maturity has been so declared to be due made and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not before a judgment or decree for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become Money due solely by such declaration of acceleration, shall have has been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed obtained by the Trustee or by such Holders to be adequate therefor shall have been madeas hereinafter provided in this Article V, then and in every such case the Holders of a majority in principal amount Majority of the Securities of such series then Outstanding mayControlling Class and the Liquidity Facility Provider, on behalf of by written notice to the Holders of all Issuer and the Securities of such seriesTrustee, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and 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 overdue installments of principal of and interest on the Notes, (B) to the extent that payment of such interest is lawful, interest upon Defaulted Interest at the applicable Interest Rate, (C) any accrued and unpaid amounts payable by the Issuer to the Liquidity Facility Provider pursuant to the Liquidity Facility, and (D) all unpaid taxes and Administrative Expenses and other 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) the Trustee has determined that all Events of Default, other than the nonpayment of the principal of or interest on the 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 have agreed with such determination or waived as provided in Section 5.14. At any such time as the Trustee shall rescind and annul such declaration and its consequences, the Trustee shall preserve the Collateral in accordance with the provisions of Section 5.05; but no provided, that, if such waiver-------- preservation of the Collateral is rescinded pursuant to Section 5.05, the Notes may be accelerated pursuant to Section 5.02(a), notwithstanding any previous rescission or and annulment of a declaration of acceleration pursuant to this Section 5.02(b). No such rescission and annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or holders of 66 2/3% of the Holders of 25% or more in outstanding principal amount of Notes may, by notice to the Securities of such series then Outstanding may Company, declare the entire outstanding principal amount balance of the Notes, and all the Securities of such series then Outstandingaccrued and unpaid interest, if not then due and payableany, thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same entire outstanding principal balance of the Notes, and said accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; provided that if -------- an Event of Default under clause (c), however(d), is subject or (e) of Section 8.1 with respect to the condition thatCompany shall have occurred, if at any time after the outstanding principal amount of all of the Securities of such series shall have been so declared to be due Notes, and payable, all arrears of accrued and unpaid interest, if any, upon thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Securities Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 -------- ------- shall have occurred and be continuing with respect to any Note, the Purchaser or Affiliate of the Purchaser (but not any transferee thereof other than an Affiliate of such series (with interestPurchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $1,000,000 may, by notice to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than declare the non-payment of the entire outstanding principal of Securities of that series which have become due solely by such declaration of accelerationNotes and all accrued and unpaid interest, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstandingif any, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been madethereon, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable immediately, and may rescind and annul upon any such declaration the entire outstanding principal of such Notes and its consequences; but no said accrued and unpaid interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such waiver, rescission Notes or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to in this Section 5.2 shall be by written notice Agreement to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteecontrary notwithstanding.

Acceleration of Maturity. RESCISSION AND ANNULMENT. If any one or more of the above-described Events an Event of Default shall happen with respect to Securities of any series at the time OutstandingOutstanding occurs and is continuing, then, then and in each and every such case, during case the continuance of any such Event of Default, the Indenture Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such that series then Outstandingwill have the right to declare the principal amount (or, if not then due and payablethe Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by such the Holders), and upon any such declaration the same such principal or specified portion thereof shall become and be immediately due and payable, anything . 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 Indenture 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 Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series contained are payable (except as otherwise specified pursuant to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by Section 3.01 for the Securities of such series): (A) and all amounts owing the Trustee overdue installments of interest on and any predecessor trustee hereunder under Section 6.7 Additional Amounts payable in respect of all Outstanding Securities of that series and all other sums payable under this Indenture any related coupons, (except B) the principal of the (and premium, if any, on) any Outstanding Securities of such that series which would not be have become due otherwise than by such declaration of acceleration and payable were it not interest thereon at the rate or rates borne by or provided for in such declarationSecurities, (C) shall be to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the CompanyIndenture Trustee hereunder and the reasonable compensation, expenses, disbursements and every other advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default under this Indenturewith respect to Securities of that series, other than the non-payment nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or Required Holders may, by notice to the Holders of 25% or more in Company, declare the entire unpaid principal amount of the Securities Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing (to the Company (and full extent permitted by applicable law) to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, and upon such declaration all of such amount shall be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; provided that if an Event of Default under clause (f), however(g), is subject (h), (i) or (j) of Section 7.1 shall have occurred, the entire unpaid principal amount of the Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the condition thatfull extent permitted by applicable law), if at any time after the principal of all the Securities of such series shall have been so declared to be immediately become due and payable, without any declaration and without presentment, demand, protest or further notice, all arrears of interestwhich are hereby waived, if anyanything in the Notes or this Agreement to the contrary notwithstanding; and provided, upon all further, that the Securities Company acknowledges, and the parties hereto agree, that each Holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of right under such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteecircumstances.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen (other than an Event of Default specified in Section 6.01(a)(8) or (9) with respect to Securities of any series at the time OutstandingIssuer) occurs and is continuing, then, then and in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Securities of such series then Outstanding Notes may declare the unpaid principal amount of of, premium, if any, and accrued and unpaid interest on, all the Securities of such series Notes then Outstanding, if not then due and payable, outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Trustee Trustee, if given by such Holders), ) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(8) or (9) occurs with respect to the same Issuer, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Securities of such series contained Notes to the contrary notwithstanding. This provision, however, is subject to the condition that, if at If an Event of Default occurs during any time after that the principal Notes are outstanding, by reason of all any willful action or inaction taken or not taken by or on behalf of the Securities Issuer with the intention of such series avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall have been so declared to be also become immediately due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, payable to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at permitted by law upon the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal acceleration of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Notes. The Holders of a majority in aggregate principal amount of the Securities of such series then Outstandingoutstanding Notes, or provision deemed by written notice to the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all of the Securities Notes, rescind and annul a declaration of such series, acceleration and its consequences or waive the any existing Default or Event of Default by reason and its consequences under this Indenture as to such Notes except a continuing Default or Event of which Default in the payment of interest or premium, if any, on, or the principal of of, the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the TrusteeNotes.

Acceleration of Maturity. Rescission and Annulment. -------------------------------------------------- If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such (other than an Event of DefaultDefault specified in Section 5.1(h) or (i) hereof) occurs and is continuing, the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a written notice in writing to the Company (and to the Trustee if such notice is given by such the Holders), may, and the Trustee upon any such the request of the Holders of not less than 25% in aggregate principal 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 same Securities shall be immediately due and payable. If an Event of Default specified in Section 5.1(h) or (i) hereof occurs and is continuing, the amounts described above shall become and be immediately due and payablepayable without any declaration, anything in this Indenture notice or in other act on the Securities part of such series contained to the contrary notwithstandingTrustee or any Holder. This provision, however, is subject to the condition that, if at At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of all the Securities of such series shall have been so declared Outstanding, by written notice to be due and payablethe Company, all arrears of interestthe Subsidiary Guarantors, if any, upon 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 Purchase Date or a Net Proceeds Payment Date pursuant to a Change of Control Offer or a Net Proceeds Offer, as applicable, and interest on such unpaid principal at the Securities of such series rate borne by the Securities, (with interest, 3) to the extent that payment of such interest thereon shall be legally enforceableis lawful, interest on any overdue installment of interest and overdue principal at the rate borne by the Securities (without duplication of such seriesany amount paid or deposited pursuant to clauses (1) and (2) above), and (4) all amounts owing sums paid or advanced by the Trustee hereunder and any predecessor trustee hereunder under Section 6.7 the reasonable compensation, expenses, disbursements and all other sums payable under this Indenture (except the principal advances of the Securities of such series which Trustee, its agents and counsel; (b) the rescission would not be due and payable were it not for such declaration) shall be paid conflict with any judgment or decree of a court of competent jurisdiction as certified to the Trustee by the Company, and every other Default under this Indenture; and (c) all Events of Default, other than the non-payment of the amounts of principal of (or premium, if any, on) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13 hereof. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any Notwithstanding the foregoing, if an Event of Default specified in Section 5.1(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 by 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 pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to 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. If any one or more of the above-described Events Event of Default and Acceleration shall happen occur with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of DefaultDefault and Acceleration, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default and Acceleration by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen with respect to Securities (other than by reason of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such an Event of DefaultDefault specified in Section 401(vi) or 401(vii)) occurs and is continuing, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities at least 25% in principal amount of any series pursuant to this Section 5.2 shall be the Outstanding Securities, by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders by written notice to the Company shall, declare the principal and accrued and unpaid interest on all such then Outstanding Securities to be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (v) under Section 401 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (v) shall be remedied or cured by the Company or Subsidiary or waived by the holders of the relevant indebtedness within 20 days after the declaration of acceleration with respect thereto and if (x) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 401(vi) or 401(vii) occurs and is continuing, then the principal amount of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. This Section 402 shall be applicable with respect to the Securities in lieu of the first paragraph of Section 502 of the Original Indenture (which shall be of no force and effect for the Securities).

Acceleration of Maturity. If any one (a) Upon the occurrence and continuance of an Event of Default, (i) if such event is an Event of Default specified in clause (g), (h), (i) or more (j) of Section 7.1, all of the above-described Events of Default shall happen with respect to Securities of any series Notes at the time Outstandingoutstanding shall automatically become immediately due and payable at par together with interest accrued thereon and all accrued and unpaid Loan Yield Maintenance Amounts, thento the extent paid as a result of the prepayment of a Loan or Loans or the acceleration of a Defaulted Loan or Defaulted Loans, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuer, and in each and every (ii) if such case, during the continuance of event is any such other Event of Default, the Indenture Trustee or may, and, upon the written request of the Holders of 25% or more in principal amount a Majority-in-Interest of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, Notes (by a notice in writing to the Company (Issuer and to the Trustee if given by such HoldersIndenture Trustee), the Indenture Trustee shall, declare all of the Notes to be, and upon any such declaration all of the same Notes shall become thereupon be and be become, immediately due and payablepayable together with all accrued and unpaid interest thereon and all accrued and unpaid Loan Yield Maintenance Amounts, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provisionextent paid as a result of the prepayment of a Loan or Loans or the acceleration of a Defaulted Loan or Defaulted Loans, howeverwithout presentment, is subject to demand, protest or other notice of any kind, all of which are hereby waived by the condition that, if at Issuer. (b) At any time after an acceleration pursuant to Section 7.2(a), but before any judgment or decree for the principal payment of all the Securities of such series moneys due shall have been so declared to be due obtained or entered, unless the same has been discharged, and payablebefore the Notes have matured by their terms, or as otherwise provided herein, if all arrears overdue payments of interestprincipal, Loan Yield Maintenance Amount, if any, and interest upon all such Notes, together with the Securities reasonable and proper charges, expenses and liabilities of the Indenture Trustee, the Holders of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) Notes and all amounts owing the Trustee their respective agents and any predecessor trustee hereunder under Section 6.7 attorneys and all other sums then payable by the Issuer under this Indenture (except the principal of of, Loan Yield Maintenance Amount, if any, and interest accrued since the Securities of next preceding Payment Date on such series which would not be Notes or due and payable were it not for solely by virtue of such declaration) shall either be paid by or for the Companyaccount of the Issuer or provisions satisfactory to the Holders of a Majority-in-Interest of the Notes shall be made for such payment, and every other all Events of Default under such Notes and under this Indenture, Indenture (other than the non-payment of the principal of Securities of that series which have become and interest due and payable solely by reason of such declaration of acceleration, shall declaration) have been made good cured to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount Majority-in-Interest of the Securities of such series then Outstanding, Notes or provision deemed by the Trustee or by such Holders of a Majority-in-Interest of the Notes to be adequate therefor shall have has been mademade therefor, then and in every such case case, the Holders of a majority in principal amount Majority-in-Interest of the Securities of Notes by written notice to the Issuer and to the Indenture Trustee, shall have the right, but shall not be obligated, to rescind such series then Outstanding may, on behalf of the Holders of all the Securities of declaration and annul such series, waive the Event of Default by reason of which the principal of the Securities of in its entirety. No such series shall have been so declared to be due rescission and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of Default or impair or exhaust any right or power consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If Remedies. Upon the occurrence of any one or more Event of Default described in subsection 7.1(f) hereof as it relates to Borrower, the indebtedness evidenced by the Note as well as any and all other indebtedness of Borrower to Lender shall be immediately due and payable in full; and upon the occurrence of any other Event of Default described above (including but not limited to subsection 7.1(f) hereof as it relates to any Guarantor), Lender at any time thereafter may at its option accelerate the maturity of the above-described Events indebtedness evidenced by the Note as well as any and all other indebtedness of Borrower to Lender; all without notice of any kind; provided, however, upon the occurrence of an Event of Default shall happen with respect to Securities described in subsection 7.1(g) hereof resulting from the death of any series at a Guarantor, Lender may not accelerate said indebtedness until ninety (90) days has elapsed since the time Outstanding, then, and in each and every date of death of such case, during Guarantor. Upon the continuance occurrence of any such Event of Default, Default and the Trustee or the Holders of 25% or more in principal amount acceleration of the Securities maturity of such series then Outstanding may declare the principal amount indebtedness evidenced by the Note: (a) any obligation of Lender to advance any proceeds under the Line of Credit shall immediately cease and be of no further force nor effect, and Lender shall be immediately entitled to exercise any and all the Securities of such series then Outstanding, if not then due rights and payable, to be due and payable immediately, remedies possessed by a notice in writing Lender pursuant to the Company terms of the Security Instruments and all of the other Loan Documents; (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series b) Lender shall have been so declared to be due all of the rights and payable, all arrears remedies of interest, if any, upon all a secured party under the Securities of such series Uniform Commercial Code; and (with interest, to the extent that interest thereon c) Lender shall be legally enforceable, on have any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due rights and payable were it not for such declaration) shall be paid by the Companyremedies that Lender may now or hereafter possess at law, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee equity or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteestatute.

Acceleration of Maturity. If any one or more of the above-described Events Event of Default shall happen with respect to Securities of any series at the time Outstanding, then, have occurred and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee holder or the Holders holders of 25at least 50.1% or more in aggregate principal amount of outstanding Notes may, by notice to the Securities of such series then Outstanding may Company, declare the entire outstanding principal amount balance of all the Securities of such series then OutstandingNotes, premium, if not then due any, and payableall accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same entire outstanding principal balance of the Notes, premium, if any, and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in this Indenture the Notes or in the Securities of such series contained this Agreement to the contrary notwithstanding. This provision; PROVIDED that if an Event of Default under clause (b), however(c), is subject or (d) of Section 8.1 with respect to the condition thatCompany or any Subsidiary shall have occurred, if at any time after the outstanding principal amount of all of the Securities of such series shall have been so declared to be due and payableNotes, all arrears of interestpremium, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee accrued and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be unpaid interest thereon, shall immediately become due and payable were it in cash, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and PROVIDED, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, the Purchaser or an Affiliate of the Purchaser (but not for such declarationany transferee thereof other than an Affiliate of the Purchaser) shall be paid holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, and every other Default under this Indenture, other than declare the non-payment of the entire outstanding principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed Notes so held by the Trustee or by such Holders to be adequate therefor shall have been madePurchaser and its Affiliates, then premium, if any, and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding mayall accrued and unpaid interest thereon, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable immediately in cash, and may rescind and annul upon any such declaration the entire outstanding principal of such Notes, premium, if any, and its consequences; but no said accrued and unpaid interest shall become and be immediately due and payable in cash, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such waiver, rescission Notes or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to in this Section 5.2 shall be by written notice Agreement to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteecontrary notwithstanding.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default described in clause (a), (b) or (c) of Section 5.01 shall happen have occurred and be continuing with respect to the Securities of any series at the time Outstandingseries, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after unless the principal of all of the Securities of such series shall have been so declared to be already become due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee may in its discretion and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid upon requisition in writing made by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority not less than 25% in aggregate principal amount of the Securities of such series then Outstanding, or provision deemed by notice in writing to the Trustee or by such Holders to be adequate therefor shall have been madeCorporation, then declare the entire principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and in every such case the Holders of a majority in principal amount of premium, if any, on) all the Securities of such series then Outstanding mayand the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand and upon any such demand the same shall forthwith become immediately due and payable to the Trustee. If an Event of Default described in clause (d) or (i) of Section 5.01 shall have occurred and be continuing with respect to the Securities of one or more series, then, and in each and every such case, unless the principal of all of the Securities of such affected series shall have already become due and payable, the Trustee may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of the Securities of all such affected series then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities of all such affected series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on behalf demand, and upon any such demand the same shall forthwith become immediately due and payable. If an Event of Default described in clause (e), (f), (g), (g.1) or (h) of Section 5.01 shall have occurred and be continuing, then, and in each and every such case, unless the principal of all Securities shall have already become due and payable, the Trustee may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. The Corporation shall, upon demand of the Trustee, forthwith pay to the Trustee, for the benefit of the Holders of the Securities of each such series, the whole amount then due and payable on such Securities, including all Coupons appertaining thereto, for the principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any) and interest accrued to the date of such payment on all such Securities of such series and all other money owing under the provisions of the Indenture in respect of such Securities, together with interest from the date of such demand to the date of such payment upon overdue principal and premium and, to the extent that payment of such interest shall be enforceable under applicable law, on overdue instalments of interest and on such other money at the same rate as the rate of interest (or Yield to Maturity, in the case of Original Issue Discount Securities) specified in the Securities of such series; and, waive in addition thereto, such further amount as shall be sufficient to cover the Event costs and expenses of Default collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel, except as a result of negligence or bad faith. Until such demand shall be made by reason of which the Trustee, the Corporation shall pay the principal of (and premium, if any) and interest on the Securities of such series to the Holders in accordance with the terms hereof and thereof, whether or not payment of any amount in respect of such Securities of such series shall be overdue. If an Event of Default shall have been so declared to occurred and be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by continuing the Trustee pursuant shall, within 30 days after it becomes aware of the occurrence of such Event of Default, give notice of such Event of Default to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of the Securities of any all series then Outstanding affected thereby in the manner provided in Section 1.07, provided that, notwithstanding the foregoing, except in the case of Events of Default described in clauses (a) and (b) of Section 5.01, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of the Holders of the Securities of all series then Outstanding affected thereby and shall have so advised the Corporation in writing. Where a notice of the occurrence of an Event of Default has been given to the Holders of such Securities pursuant to this Section 5.2 the preceding sentence and the Event of Default is thereafter cured, the Trustee shall be by written give notice that the Event of Default is no longer continuing to the Company and Holders of such Securities within 30 days after it becomes aware that the TrusteeEvent of Default has been cured.

Acceleration of Maturity. (a) If any one or more of the above-above described Events of Default shall happen occur with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same principal amount and the accrued interest (including any Additional Interest) on the Securities of such series shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding, provided that if, upon an Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of that series then Outstanding fail to declare the principal amount of all the Securities of such series then Outstanding to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of 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 of and the accrued interest (including any Additional Interest) on all the Securities of such series then Outstanding 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 XIV notwithstanding that such amount shall become immediately due and payable as herein provided. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.Section

Acceleration of Maturity. Rescission and Annulment. -------------------------------------------------- If any one or more of the above-described Events an Event of Default shall happen with respect to Securities of any series at the time OutstandingOutstanding occurs and is continuing, then, and then in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holder or Holders of not less than 25% or more in principal amount of the Outstanding Securities of such that series then Outstanding may declare the principal amount of all (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof) of all of the Securities of that series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same such principal amount (or specified amount) shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at 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 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of all the Securities of such series shall have been so declared to be due (and payable, all arrears of interestpremium, if any, upon all the on) any Securities of that series which have become due otherwise than by such series declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, (with interest, C) to the extent that payment of such interest thereon shall be legally enforceableis lawful, on any interest upon overdue installment of interest at the rate borne 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 of such that series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen (other than an Event of Default specified in Section 4.1(6) and (7) above with respect to Securities of any series at the time Outstanding, then, Company) shall occur and in each and every such case, during the continuance of any such Event of Defaultbe continuing, the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Securities of such series then Outstanding Notes may declare the principal amount of and accrued and unpaid interest on all the Securities of such series then Outstanding, if not then due and payable, Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee and, if given by such the Holders), the Trustee specifying the respective Event of Default and upon any such declaration that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 4.1(6) and (7) occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all Outstanding Notes shall become and be immediately due and payable, anything in this Indenture payable without any declaration or in other act on the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and Notes may rescind and annul cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; but no and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee has received an Officer’s Certificate and an Opinion of Counsel that such waiver, Event of Default has been cured or waived. No such rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trusteethereto.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default described in clause (1) or (2) of Section 5.01 shall happen have occurred and be continuing with respect to the Securities of any series at the time Outstandingseries, then, and in each and every such case, during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such series then Outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after unless the principal of all of the Securities of such series shall have been so declared to be already become due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid upon request in writing made by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of a majority not less than 25% in aggregate principal amount of the Securities of such series then Outstanding, or provision deemed by notice in writing to the Trustee or by such Holders to be adequate therefor shall have been madeCorporation, then declare the entire principal of (and in every such case the Holders of a majority in principal amount of premium, if any, on) all the Securities of such series then Outstanding mayand the interest accrued thereon and all other money owing under the provisions of this Indenture in respect of such Securities to be due and payable to the Trustee on demand and upon any such demand the same shall forthwith become immediately due and payable to the Trustee. If an Event of Default described in clause (3), (4), (5) or (6) of Section 5.01 shall have occurred and be continuing with respect to the Securities of one or more series, then, and in each and every such case, unless the principal of all of the Securities of such affected series shall have already become due and payable, the Trustee shall upon request in writing made by the Holders of not less than 25% in aggregate principal amount of the Securities of all such affected series then Outstanding (voting as one class), by notice in writing to the Corporation, declare the entire principal of (and premium, if any, on) all the Securities of all such affected series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on behalf demand, and upon any such demand the same shall forthwith become immediately due and payable. If an Event of Default described in clause (7) of Section 5.01 shall have occurred and be continuing, then, and in each and every such case, unless the principal of all Securities shall have already become due and payable, the Trustee shall upon request in writing made by the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding (voting as one class), by notice in writing to the Corporation, declare the entire principal of (and premium, if any, on) all the Securities then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. The Corporation shall, upon demand of the Trustee, forthwith pay to the Trustee, for the benefit of the Holders of all the Securities of such series, waive the Event of Default by reason of which whole amount then due and payable on such Securities, for the principal of (and premium, if any) and interest accrued to the date of such payment on all such Securities of such series and all other money owing under the provisions of the Indenture in respect of such Securities, together with interest from the date of such demand to the date of such payment upon overdue principal and premium and, to the extent that payment of such interest shall be enforceable under applicable law, on overdue installments of interest and on such other money at the same rate as the rate of interest specified in the Securities of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of its gross negligence or willful misconduct. Until such demand shall be made by the Trustee, the Corporation shall pay the principal of (and premium, if any) and interest on the Securities of such series to the Holders in accordance with the terms hereof and thereof, whether or not payment of any amount in respect of such Securities of such series shall be overdue. If an Event of Default shall have been so declared to occurred and be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by continuing the Trustee pursuant shall, within 30 days after it becomes aware of the occurrence of such Event of Default, give notice of such Event of Default to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of the Securities of any all series then Outstanding affected thereby in the manner provided in Section 1.07; provided that, notwithstanding the foregoing, except in the case of Events of Default described in clauses (1) and (2) of Section 5.01, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of the Holders of the Securities of all series then Outstanding affected thereby and shall have so advised the Corporation in writing. Where a notice of the occurrence of an Event of Default has been given to the Holders of such Securities pursuant to this Section 5.2 the preceding sentence and the Event of Default is thereafter cured, the Trustee shall be by written give notice that the Event of Default is no longer continuing to the Company and Holders of such Securities within 30 days after it becomes aware that the TrusteeEvent of Default has been cured.

Acceleration of Maturity. Rescission and Annulment. If any one or more of the above-described Events an Event of Default shall happen with respect to Securities of any series at the time OutstandingOutstanding occurs and is continuing, then, then and in each and every such case, during case the continuance of any such Event of Default, the Indenture Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of such that series then Outstandingwill have the right to declare the principal amount (or, if not then due and payablethe Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by such the Holders), and upon any such declaration the same such principal or specified portion thereof shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at 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 Indenture 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 Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of all the Securities of such series shall have been so declared to be due (and payable, all arrears of interestpremium, if any, upon all the on) any Outstanding Securities of that series which have become due otherwise than by such series declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (with interest, C) to the extent that payment of such interest thereon shall be legally enforceableis lawful, on any interest upon overdue installment installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) 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 (2) all Events of Default with respect to Securities of such that series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction of the Trustee cured or of the Holders of a majority waived as provided in principal amount of the Securities of Section 5.13. No such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor rescission shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. Rescission and Annulment -------------------------------------------------- (a) If any one or more of the above-described Events an Event of Default shall happen with respect to Securities any Series of any series at the time OutstandingNotes should occur and be continuing, then, then and in each and every such case, during unless the continuance principal amount of any such Event of Defaultthe Notes shall have already become due and payable, either the Indenture Trustee or the Holders of 25% or more in Notes representing not less than a majority of the principal amount of the Securities then outstanding Controlling Class for that Series of such series then Outstanding Notes may declare the principal amount of all the Securities of such series then Outstanding, if not then those Notes to be immediately due and payable, to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by such Holders)the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the same unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become and be immediately due and payable, anything . Such declaration will constitute an Early Amortization Event for that Series and may be rescinded as set forth in this Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at Section 5.2(b). (b) At any time after the principal such declaration of all the Securities acceleration of such series shall have maturity has been so declared to be due made and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series which would not be due and payable were it not before a judgment or decree for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become money due solely has been obtained by such declaration of accelerationthe Indenture Trustee as hereinafter provided in this Article V, shall have been made good to the reasonable satisfaction of the Trustee or of the Holders of Notes representing a majority in of the principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount Notes of the Securities of such series then Outstanding mayControlling Class, on behalf of by written notice to the Holders of all Issuer and the Securities of such seriesIndenture Trustee, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but provided, however, that no such waiver, rescission or and annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon. Any declaration by thereto; and provided, further, that if the Indenture Trustee pursuant shall have proceeded to enforce any right under this Section 5.2 Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall be by written notice restored to the Companytheir respective former positions and rights hereunder, and any declaration or waiver by all rights, remedies and powers of the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to Indenture Trustee, the Company Issuer and the TrusteeNoteholders, as the case may be, shall continue as though no such proceedings had been commenced.

Acceleration of Maturity. If any one or more of the above-described Events an Event of Default shall happen with respect to Securities (other than an Event of any series at the time OutstandingDefault specified in Section 6.01(a)(5), then(a)(6) and (a)(7)) under Section 6.01 occurs and is continuing, then and in each and every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in aggregate principal amount of the Securities of such series then Outstanding outstanding Notes may declare the unpaid principal amount of of, premium, if any, and accrued and unpaid interest on, all the Securities of such series Notes then Outstanding, if not then due and payable, outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Trustee Trustee, if given by such Holders), ) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(5), (6) or (7) occurs, all unpaid principal of, and accrued interest on, the same Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Securities of such series contained Notes to the contrary notwithstanding. This provisionIf an Event of Default occurs during any time that the Notes are outstanding, howeverby reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, is subject then, the premium specified in this Indenture shall also become immediately due and payable to the condition thatextent permitted by law upon the acceleration of the Notes. If (i) (A) the Issuer, if at the Parent Guarantor or any time after or any Subsidiary Guarantor has paid or deposited with such Trustee (or Paying Agent, as appropriate) a sum sufficient to pay (1) all overdue installments of interest on all the Notes, (2) the principal of all the Securities of such series shall have been so declared to be due of, and payable, all arrears of interestpremium, if any, upon all on any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the Securities of such series rate or rates prescribed therefor in the Notes, (with interest, 3) to the extent that payment of such interest thereon shall be legally enforceableis lawful, interest on any overdue installment of the defaulted interest at the rate borne or rates prescribed therefor in the Notes, and (4) all money paid or advanced by the Securities of such series) Trustee thereunder and all amounts owing the Trustee reasonable compensation, expenses, disbursements and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal advances of the Securities Trustee, its agents and counsel; (B) all Events of such series which would not be due and payable were it not for such declaration) shall be paid by the Company, and every other Default under this IndentureDefault, other than the non-payment nonpayment of the principal of Securities of any Notes that series which have become due solely by such declaration of acceleration, shall have been made good to cured or waived as provided in this Indenture; and (C) the reasonable satisfaction rescission would not conflict with any judgment or decree of the Trustee or a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Securities of such series then OutstandingIssuer, or provision deemed by the Parent Guarantor, the Subsidiary Guarantors and the Trustee or by such Holders of their desire to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such a declaration of acceleration and its consequences; but no , then such waiver, declaration of acceleration shall be deemed rescinded and annulled. No such rescission or annulment shall extend to or will affect any subsequent Event of Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. Waiver of Past Defaults and Rescission. a) If any one or more of the above-described Events an Event of Default shall happen with respect to Securities of any series at (other than those specified in Section 9.01(i) and 9.01(j) involving the time Outstanding, thenCompany, and as otherwise provided in each Section 9.03) occurs and is continuing, then and in every such case, during the continuance of any such Event of Default, case the Trustee or the Holders of not less than 25% or more in principal amount aggregate Principal Amount of the Securities of such series then Outstanding outstanding Notes may declare 100% of the principal amount of Principal Amount plus accrued and unpaid interest on all the Securities of such series then Outstanding, if not then due and payable, outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same such Principal Amount plus accrued and unpaid interest shall become and be immediately due and payable. Notwithstanding the foregoing, anything in this Indenture or in the Securities case of such series contained an Event of Default specified in Section 9.01(i) or Section 9.01(j) with respect to the contrary notwithstanding. This provisionCompany, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal 100% of the Securities of such series which would not be Principal Amount plus accrued and unpaid interest on all outstanding Notes will automatically become due and payable were it not for such declaration) shall be paid by without any declaration or other act on the Company, and every other Default under this Indenture, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, shall have been made good to the reasonable satisfaction part of the Trustee or of the any Holder. b) The Holders of a majority in principal amount aggregate Principal Amount of the Securities of such series then Outstandingoutstanding Notes, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee, may (x) waive any past Default and its consequences and (y) at any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 9 provided, rescind any such acceleration with respect to the Notes and its consequences, except, in each case, with respect to a Default described in Section 9.01(a), Section 9.01(b) or Section 9.01(c), or in respect of a covenant or provision hereof which under Article 16 cannot be modified or amended without the consent of the Holder of each outstanding Note affected, if: (1) such rescission will not conflict with any judgment or decree of a court of competent jurisdiction; and (2) all existing Events of Default have been cured or waived and all amounts owing to the Trustee have been paid. 88 Upon any such waiver, the Default which has been waived shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured, for every other purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent. No such rescission shall affect any subsequent default or impair any right consequent thereon. Section 9.03. [Reserved].