Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. If an Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee may, or if so requested by the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that series, shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”). At any time after such a declaration of acceleration with respect to Debt 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 Debt 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) the principal of (and premium, if any, on) any Debt Securities of such series which have become due and payable otherwise than by such declaration of acceleration and any Payments or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securities; and (B) 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 the Debt Securities of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee may, or if so requested by the Holders acting upon instructions of not less than at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the Outstanding Debt Securities of that seriescase may be), shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) of all Certificates together with accrued interest thereon from the accrued but unpaid Payments and Missed Paymentsdate in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, if any, orplus, in the case of Indexed Securitiesthe Series SWA 1995 Trust N603SW-I Certificates, the amount specified pursuant to Section 3.01Break Amount, of if any, and all of the Debt Securities of that series to be due and other amounts payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any Holders hereunder as at such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments date of payment shall become be immediately due and payable (hereinafter referred to as an “Acceleration”but not including any Premium). At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) pay all principal of, and, in the principal case of (and premiumthe Series SWA 1995 Trust N603SW-I Certificates, the Break Amount, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. If an Event of Default with respect to Debt the Securities of any series at the time Outstanding (other than an Event of Default specified in clause (g) or (h) of Section 5.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of that series, by written notice received by the Company (and, if given by the Holders, received by the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of, premium, if any, and accrued interest, if any, on all the Securities of that series to be due and payable and upon any such declaration such principal (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount), premium, if any, and interest, if any, shall be immediately due and payable, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15. If an Event of Default specified in clause (g) or (h) of Section 5.1 with respect to the Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee mayprincipal (or, or if so requested by the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that seriesseries are Original Issue Discount Securities or Indexed Securities, shall declare such portion of the principal amount (or such other amount as is may be specified pursuant to Section 3.01in the terms of that series) together with the accrued but unpaid Payments and Missed Paymentsof, premium, if any, orand accrued interest, in if any, on all the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred without any declaration or act on the part of the Trustee or any Holder of such Securities, provided that the payment of principal and interest on such Securities shall remain subordinated to as an “Acceleration”)the extent provided in Article 15. At any time after such a declaration of acceleration with respect to Debt Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt 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 or any of the Guarantors 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 (and premium, if any, on) on any Debt Securities of such that series which have become due and payable otherwise than by such declaration of acceleration and any Payments or Missed Payments, if any, interest thereon at the rate or rates prescribed borne by the Securities of that series, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided therefor in such Debt Securities; the Securities of that series, and (BD) 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 Default, other than the Debt nonpayment of the principal of Securities of that series which have become due solely by such series declaration of acceleration, have been remediedcured or waived as provided in Section 5.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to Debt Securities the Senior Class of any series at the time Outstanding Notes (other than an Event of Default under clause (f) or (g) of Section 4.01) occurs and is continuing, then in every such case the Senior Trustee may, or if so requested by and, upon the direction of Holders of not less than at least 25% in principal amount of the aggregate Outstanding Debt Securities Principal Balance of that seriesthe Senior Class of Notes, shall declare shall, give a Default Notice to the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed SecuritiesIssuer, the amount specified pursuant to Section 3.01Cash Manager, of all the Administrative Agent and the Trustee declaring the Outstanding Principal Balance of the Debt Securities Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of that series a Default Notice, such Outstanding Principal Balance and all accrued and unpaid interest thereon shall be due and payable. At any time after the Senior Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable immediately, by a notice in writing and prior to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”). At any time after such a declaration of acceleration with respect to Debt Securities exercise 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 other remedies pursuant to this Article providedIV, the Holders of a majority in principal amount of the aggregate Outstanding Debt Securities Principal Balance of that seriesthe Senior Class of Notes, by written notice to the Company Issuer, the Senior Trustee and the TrusteeAdministrative Agent, may may, subject to Section 4.05(a), rescind and annul such declaration and thereby annul its consequences if: : (1i) the Company there has been paid to or deposited with the Senior Trustee a sum an amount sufficient to pay: (A) pay all overdue installments of interest on the MSAF Group Notes, and the principal of (and premiumPremium, if any, on) any Debt Securities of such series which on the MSAF Group Notes that would have become due and payable otherwise than by such declaration of acceleration acceleration, (ii) the rescission would not conflict with any judgment or decree and any Payments or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securities; and (Biii) all sums paid other Defaults and Events of Default, other than nonpayment of interest and principal on the MSAF Group Notes that have become due solely because of such acceleration, have been cured or advanced by waived. If an Event of Default under clause (f) or (g) of Section 4.01 occurs, the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances Outstanding Principal Balance of the Trustee, its agents Notes and counsel; and (2) all Events of Default with respect to the Debt Securities of such series have been remedied. No such rescission accrued and unpaid interest thereon shall affect automatically become due and payable without any subsequent default or impair further action by any right consequent thereonparty.

Acceleration; Rescission and Annulment. If an Indenture Event of Default under Section 8.01(f) or 8.01(g) or a Lease Event of Default under Section 14(f) or 14(g) of the Lease shall have occurred and is continuing, then the principal of the Equipment Notes, together with respect to Debt Securities accrued but unpaid interest thereon, and all other amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any series at the time Outstanding other Indenture Event of Default occurs and is continuing, then in every such case either the Indenture Trustee, by notice to the Lessee and the Owner Trustee mayor, or if so requested by subject to Section 2.6 of the Holders Intercreditor Agreement, Noteholders of not less than at least 25% in principal amount of outstanding Equipment Notes, by notice to the Outstanding Debt Securities of that seriesLessee, shall the Indenture Trustee, the Owner Trustee and the Owner Participant, may declare the principal amount (or of all the Equipment Notes to be immediately due and payable. Upon such other amount as is specified pursuant to Section 3.01) declaration, the principal of all Equipment Notes together with accrued interest thereon from the accrued but unpaid Payments date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, and Missed PaymentsBreak Amount, if any, orbut without Make-Whole Amount, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”)without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders a Majority-in-Interest of a majority in principal amount of the Outstanding Debt Securities of that seriesNoteholders, by written notice to the Company Indenture Trustee, the Lessee, the Owner Trustee and the TrusteeOwner Participant, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) the pay all principal of (and premium, if any, on) on any Debt Securities of such series Equipment Notes which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Equipment Notes that has become due solely because of such series have been remediedacceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, the Indenture Trustee may, and upon the directions of a Majority in Interest shall, subject to Section 4.04, declare the unpaid principal amount of all Equipment Notes then outstanding and accrued interest thereon to be due and payable, it being agreed that no Make-Whole Amount or other premium should be payable in such event; provided that if an Event of Default referred to in clause (f) and (g) of Section 5.01 hereof shall have occurred, then and in every such case the Trustee may, or if so requested by the Holders of not less than 25% in unpaid principal amount of the Outstanding Debt Securities of that seriessuch Equipment Notes then outstanding, shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments interest thereon (but without Make-Whole Amount) and Missed Paymentsall other amounts due hereunder and on or in respect of the Equipment Notes shall immediately and without further act become due and payable without presentment, if anydemand, orprotest or notice, in all of which are hereby waived. At any time after the case of Indexed Securities, Indenture Trustee has declared the unpaid principal amount specified pursuant to Section 3.01, of all of the Debt Securities of that series Equipment Notes then outstanding to be due and payable immediately, by a notice in writing and prior to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”). At any time after such a declaration of acceleration with respect to Debt Securities sale 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 Indenture Estate pursuant to this Article providedV, the Holders of a majority Majority in principal amount of the Outstanding Debt Securities of that seriesInterest, by written notice to the Company Owner and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if: : (1i) the Company there has been paid to or deposited with the Indenture Trustee a sum an amount sufficient to pay: (A) pay all overdue installments of interest on the Equipment Notes, and the principal of (and premium, if any, on) on any Debt Securities of such series which have Equipment Notes that has become due and payable otherwise than by such declaration of acceleration acceleration, (ii) the rescission would not conflict with any judgment or decree, and any Payments or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securities; and (Biii) all sums paid or advanced by the Trustee hereunder other Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Default, other than nonpayment of principal or interest on the Debt Securities Equipment Notes that have become due solely because of such series acceleration, have been remedied. No such rescission shall affect any subsequent default cured or impair any right consequent thereonwaived.

Acceleration; Rescission and Annulment. If an Event of Default with respect to Debt the Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee may, or if so requested by the Holders of not less than at least 25% in aggregate principal amount of all of the Outstanding Debt Securities of that seriesseries by written notice to the Company (and if given by the Holders, shall to the Trustee), may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such other portion of the Original principal amount as is may be specified pursuant to Section 3.01in the terms of that series) together with the of and accrued but unpaid Payments and Missed Paymentsinterest, if any, or, in on all the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount)) and interest, such accrued but unpaid Payments and such Missed Payments if any, shall become be immediately due and payable (hereinafter referred to as an “Acceleration”)payable. At any time after such a declaration of acceleration with respect to Debt Securities of any series has been made and before a judgment judgement 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 37 amount of the Outstanding Debt 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) in the currency or currency unit in which that series of Securities is payable, all overdue interest on all Securities of that series and any related coupons and any Additional Amounts, (B) in the currency or currency unit in which that series of Securities is payable, the principal of (and premium, if any, on) any Debt Securities of such that series which have become due and payable otherwise than by such declaration of acceleration and any Payments or Missed Payments, if any, interest thereon at the rate or rates prescribed therefor in such Debt Securities; , (C) 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 any Additional Amounts payable, and (BD) 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 existing Defaults and Events of Default with respect to the Debt Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such series declaration of acceleration, have been remediedcured or waived as provided in Section 5.07. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then in every such case either the Trustee mayIndenture Trustee, by notice to the Company and the Owner Trustee, or if so requested by the Holders of not less than at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Outstanding Debt Securities of that seriesCompany, shall the Indenture Trustee, the Owner Trustee and the Owner Participant, may declare the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series Certificates to be due and payable immediately, by a notice in writing to payable; provided that the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall Certificates will automatically become immediately due and payable without any action of the Indenture Trustee or of any Holder in the case of an Indenture Event of Default under Section 8.01(f) or (hereinafter referred g). Upon such declaration, the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to as an “Acceleration”)the date payment of such principal has been made or duly provided for, shall be immediately due and payable. At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Company Indenture Trustee, the Company, the Owner Trustee and the TrusteeOwner Participant, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) the pay all principal of (and premium, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Indenture have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. (a) If an Indenture -------------------------------------- Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Indenture Trustee may, or if so requested by subject to clause (b) of this Section 4.2, and upon the Holders directions of not less than 25% a Majority in Interest shall, subject to Section 4.4, declare the unpaid principal amount of all Equipment Notes then outstanding, Late Payment Premium and accrued interest thereon and on the Outstanding Debt Securities of Equipment Notes to be due and payable, it being agreed Trust Indenture and Security Agreement (GARC II 98-A) that series, no Make-Whole Amount shall declare be payable in such event. At any time after the Indenture Trustee has declared the unpaid principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series Equipment Notes then outstanding to be due and payable immediately, by a notice in writing and prior to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”). At any time after such a declaration of acceleration with respect to Debt Securities sale 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 Indenture Estate pursuant to this Article providedIV, the Holders of a majority Majority in principal amount of the Outstanding Debt Securities of that seriesInterest, by written notice to the Company Owner Trustee, the Lessee and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if: : (1i) the Company there has been paid to or deposited with the Indenture Trustee a sum an amount sufficient to pay: pay all overdue installments of interest and Late Payment Premium (Aand accrued interest thereon) on the Equipment Notes, and the principal of (and premium, if any, on) any Debt Securities of such series which have Equipment Notes that has become due and payable otherwise than by such declaration of acceleration acceleration, (ii) the rescission would not conflict with any judgment or decree, and any Payments (iii) all other Indenture Defaults and Indenture Events of Default, other than nonpayment of principal, Late Payment Premium or Missed Paymentsinterest on the Equipment Notes that have become due solely because of such acceleration, if any, thereon at the rate have been cured or rates prescribed therefor in such Debt Securities; andwaived. (Bb) all sums paid If an Indenture Event of Default referred to in clause (e) or advanced by the Trustee hereunder and the reasonable compensation(f) of Section 4.1 shall have occurred, expenses, disbursements and advances or a Lease Event of Default under clause (g) or (h) of Section 14 of the TrusteeLease shall have occurred, its agents then and counsel; and (2) in every such case the unpaid principal amount of all Events Equipment Notes then outstanding, Late Payment Premium and accrued interest thereon and on the Equipment Notes shall immediately and without further act become due and payable without presentment, demand, protest or notice, all of Default with respect to the Debt Securities of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonwhich are hereby waived.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -35- 42 same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee may, or if so requested by the Holders acting upon instructions of not less than at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the Outstanding Debt Securities of that seriescase may be), shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) of all Certificates together with accrued interest thereon from the accrued but unpaid Payments and Missed Paymentsdate in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, if any, orplus, in the case of Indexed Securitiesthe Series SWA 1995 Trust N397SW-I Certificates, the amount specified pursuant to Section 3.01Break Amount, of if any, and all of the Debt Securities of that series to be due and other amounts payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any Holders hereunder as at such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments date of payment shall become be immediately due and payable (hereinafter referred to as an “Acceleration”but not including any Premium). At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) pay all principal of, and, in the principal case of (and premiumthe Series SWA 1995 Trust N397SW-I Certificates, the Break Amount, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. If (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f)) shall occur and continuing with respect to Debt Securities of any series at the time Outstanding occurs Outstanding, then, and is continuing, then in each and every such case case, during the continuance of any such Event of Default, the Trustee may, or if so requested by the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that seriessuch series then Outstanding may, and the Trustee upon written directions of holders of at least 25% in aggregate principal amount of the Securities of such Series outstanding shall (subject to it being indemnified secured and/or pre-funded to its satisfaction), declare the unpaid principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Paymentsor, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series are Original Issue Discount Securities, such portion of the unpaid principal amount as may be specified in the terms of that series) of and any accrued but unpaid interest (and any Additional Amounts payable in respect thereof) on all the Securities of such series then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such unpaid principal amount (or specified amount)accrued and any accrued and unpaid interest, such accrued but unpaid Payments and such Missed Payments if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(e) or 6.01(f) occurs and is continuing, then in every such case, the unpaid principal amount of all of the Securities of that series then Outstanding and all accrued and unpaid interest, if any, thereon shall automatically, and without any declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which such Securities are denominated (hereinafter referred subject to Section 3.11 and except as an “Acceleration”otherwise provided pursuant to Section 3.01). , all obligations of the Company in respect of the payment of principal of and interest on the Securities of such series shall terminate. (b) At any time after such a declaration of acceleration with respect to Debt the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedVI, the Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of that seriessuch series at the time Outstanding may, by written notice subject to the Company Sections 6.06 and the Trustee13.02, may waive all past Defaults and rescind and annul such declaration and its consequences acceleration if: (1i) the Company has paid or deposited rescission of the acceleration with respect to the Trustee a sum sufficient to pay: (A) the principal of (and premium, if any, on) any Debt Securities of such series which have become due and payable otherwise than by such declaration would not conflict with any judgment or decree of acceleration and any Payments or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securitiesa court of competent jurisdiction; and (B) 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 (2ii) all Events of Default with respect to the Debt Securities of such series, other than the non-payment of principal, premium, if any, or interest on the Securities of such series that became due solely because of such acceleration, have been remedied. cured or waived as provided in Section 6.06. (c) No such rescission as provided in this Section 6.02 shall affect any subsequent default or impair any right consequent thereon. (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Acceleration; Rescission and Annulment. If an Indenture -------------------------------------- Event of Default under Section 8.01(f) or 8.01(g) shall have occurred and is continuing, then the principal of the all AFE Trust Notes, together with respect to Debt Securities accrued but unpaid interest thereon, and all other amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any series at the time Outstanding other Indenture Event of Default occurs and is continuing, then in every such case the Indenture Trustee maymay (and shall, or if so requested by the Holders of not less than 25% in principal amount subject to Section 2.6 of the Outstanding Debt Securities Intercreditor Agreement, upon receipt of that seriesa written demand therefor from the Majority in Interest of Noteholders), shall by notice to the Issuer declare the principal amount (or of all the AFE Trust Notes to be immediately due and payable. Upon such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, declaration in the case of Indexed Securitiesthe AFE Trust Notes, the amount specified pursuant to Section 3.01, principal of all AFE Trust Notes together with accrued interest thereon from the date in respect of the Debt Securities of that series to be due and payable immediately, by a notice in writing which interest was last paid hereunder to the Company (and to the Trustee if given date payment of such principal has been made or duly provided for, together with all other sums then payable hereunder but without Make-Whole Amount or Break Amount by Holders), and upon reason of any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred to as an “Acceleration”)declaration. At any time after such a declaration of or acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders Indenture Trustee may (and shall upon receipt of a majority written demand therefor from the Majority in principal amount of the Outstanding Debt Securities of that series, Interest Noteholders) by written notice to the Company and the TrusteeIssuer, may rescind and annul either or both of such acceleration or declaration and thereby annul its consequences if: : (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) the pay all principal of (on any AFE Trust Notes which have become due otherwise than by such acceleration or declaration and premiumany interest thereon and interest due or past due, if any, on) any Debt Securities of such series which have become and all sums due and payable otherwise than by such declaration of acceleration and to the Indenture Trustee have been deposited with the Indenture Trustee; (ii) the rescission would not conflict with any Payments judgment or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securitiesdecree; and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities AFE Trust Notes that has become due solely because of such series have acceleration; and (iv) any existing Indenture Event of Default under Section 8.01(c) has been remediedcured or any such Confirmation giving rise to any such Indenture Event of Default has been replaced by a Qualified Substitute or a deposit has been made into the Swap Substitute Account in accordance with such Confirmation. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee may, or if so requested by the Holders acting upon instructions of not less than at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the Outstanding Debt Securities of that seriescase may be), shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) of all Certificates together with accrued interest thereon from the accrued but unpaid Payments and Missed Paymentsdate in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, if any, orplus, in the case of Indexed Securitiesthe Series SWA 1995 Trust N605SW-I Certificates, the amount specified pursuant to Section 3.01Break Amount, of if any, and all of the Debt Securities of that series to be due and other amounts payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any Holders hereunder as at such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments date of payment shall become be immediately due and payable (hereinafter referred to as an “Acceleration”but not including any Premium). At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) pay all principal of, and, in the principal case of (and premiumthe Series SWA 1995 Trust N605SW-I Certificates, the Break Amount, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. If an Event of Default with respect to Debt the Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee may, or if so requested by the Holders of not less than at least 25% in aggregate principal amount of all of the Outstanding Debt Securities of such series, by written notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal of (or, if the Securities of that seriesseries are Original Issue Discount Securities or Indexed Securities, shall declare such portion of the principal amount (or such other amount as is may be specified pursuant to Section 3.01in the terms of that series) together with the and accrued but unpaid Payments and Missed Paymentsinterest, if any, or, in on all the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount)) and interest, such accrued but unpaid Payments and such Missed Payments if any, shall become be immediately due and payable (hereinafter referred to as an “Acceleration”)payable. At any time after such a declaration of acceleration with respect to Debt Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Debt 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 of money sufficient to pay: (Ai) the principal all overdue installments of (and premium, if any, on) interest on any Debt Securities of such series and any coupons appertaining thereto which have become due and payable otherwise than by such declaration of acceleration and any Payments or Missed PaymentsAdditional Amounts with respect thereto, (ii) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto and, if anyto the extent permitted by applicable law, interest thereon at the rate or rates prescribed therefor borne by or provided for in such Debt Securities; , (iii) to the extent permitted by applicable law, interest upon installments of interest, if any, which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities, and (Biv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselcounsel and all other amounts due the Trustee under Section 6.9; and (2) all Events of Default with respect to Securities of such series, other than the Debt non-payment of the principal of, and interest on, and any Additional Amounts with respect to, Securities of such series which shall have become due solely by such declaration of acceleration, shall have been remedied. No such rescission shall affect any subsequent default cured or impair any right consequent thereonwaived as provided in Section 5.7.

Acceleration; Rescission and Annulment. If an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 hereof shall have occurred or a Lease Event of Default under Section 14(f), (g), (h) or (i) of the Lease shall have occurred, then and in every such case the unpaid principal of all Equipment Notes then outstanding, together with respect interest accrued but unpaid thereon owing to Debt Securities the Noteholders and all other amounts due thereunder and hereunder, shall immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. If any series at the time Outstanding other Indenture Event of Default occurs and is continuing, then in every such case the Trustee Loan Trustee, may, or if so requested and upon the written instructions of a Majority in Interest of Noteholders, the Loan Trustee shall, by notice to the Holders of not less than 25% in principal amount of Lessee, the Outstanding Debt Securities of that seriesOwner Participant and the Owner Trustee, shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series Equipment Notes to be due and payable immediatelypayable, by a notice subject to Section 8.03. Upon such declaration, the principal of all Equipment Notes, together with accrued interest thereon from the date in writing respect of which interest was last paid hereunder to the Company (and to the Trustee if given by Holders), and upon any such declaration date payment of such principal amount (has been made or specified amount), such accrued but unpaid Payments and such Missed Payments duly provided for shall become be immediately due and payable (hereinafter referred to as an “Acceleration”)payable. At any time after such a declaration the principal of acceleration with respect to Debt Securities of any series has been made the Equipment Notes shall have become so due and payable, and before a any judgment or decree for the payment of the money due has been obtained by the Trustee as hereinafter so due, or any thereof, shall be entered, a Majority in this Article provided, the Holders Interest of a majority in principal amount of the Outstanding Debt Securities of that seriesNoteholders, by written notice to the Company Loan Trustee, the Owner Trustee and the TrusteeOwner Participant, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) the pay all principal of (and premiumof, Make-Whole Amount, if any, and interest on) any Debt Securities of , such series which have become Equipment Notes, to the extent each such amount is due and payable otherwise than by such declaration of acceleration and any Payments or Missed Paymentspast due, if any, thereon at in respect of the rate outstanding Equipment Notes other than by reason of such acceleration and all sums due and payable to the Loan Trustee has been deposited with the Loan Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Indenture have been cured or waived except nonpayment of principal of, or interest on the Debt Securities Equipment Notes that has become due solely because of such series have been remediedacceleration. No such rescission Make-Whole Amount shall affect any subsequent default or impair any right consequent thereonbe payable on the Equipment Notes as a result of the acceleration of the Equipment Notes.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee may, or if so requested by the Holders acting upon instructions of not less than at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the Outstanding Debt Securities of that seriescase may be), shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) of all Certificates together with accrued interest thereon from the accrued but unpaid Payments and Missed Paymentsdate in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, if any, orplus, in the case of Indexed Securitiesthe Series SWA 1996 Trust N620SW-I Certificates, the amount specified pursuant to Section 3.01Break Amount, of if any, and all of the Debt Securities of that series to be due and other amounts payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any Holders hereunder as at such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments date of payment shall become be immediately due and payable (hereinafter referred to as an “Acceleration”but not including any Premium). At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -33- 40 annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) pay all principal of, and, in the principal case of (and premiumthe Series SWA 1996 Trust N620SW-I Certificates, the Break Amount, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -35- 42 same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee may, or if so requested by the Holders acting upon instructions of not less than at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the Outstanding Debt Securities of that seriescase may be), shall declare the principal amount (or such other amount as is specified pursuant to Section 3.01) of all Certificates together with accrued interest thereon from the accrued but unpaid Payments and Missed Paymentsdate in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, if any, orplus, in the case of Indexed Securitiesthe Series SWA 1995 Trust N396SW-I Certificates, the amount specified pursuant to Section 3.01Break Amount, of if any, and all of the Debt Securities of that series to be due and other amounts payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any Holders hereunder as at such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments date of payment shall become be immediately due and payable (hereinafter referred to as an “Acceleration”but not including any Premium). At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Debt Securities of that seriesCertificates, by written notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) pay all principal of, and, in the principal case of (and premiumthe Series SWA 1995 Trust N396SW-I Certificates, the Break Amount, if any, on) on any Debt Securities of such series Certificates which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biii) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Debt Securities Certificates that has become due solely because of such series have been remedied. No such rescission shall affect any subsequent default or impair any right consequent thereonacceleration.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to Debt Securities the Company), unless the principal amount of any series at all of the time Outstanding occurs Notes shall have already become due and is continuingpayable, then in every such case either the Trustee may, or if so requested by the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series, shall declare the principal amount (or such other amount as is specified pursuant to Notes then outstanding determined in accordance with Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series to be due and payable immediately8.04, by a notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes (including PIK Notes) plus the Applicable Premium to be due and payable immediately, and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments the same shall become and shall automatically be immediately due and payable. Notwithstanding the foregoing, the Trustee and the Holders may also pursue any other available remedy in respect of any such Event of Default. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes (including any PIK Notes) plus the Applicable Premium shall become and shall automatically be immediately due and payable without any further act of the Trustee or any other party hereto. Any Applicable Premium or other premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. THE COMPANY EXPRESSLY WAIVES (hereinafter referred TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (D) the Company shall be estopped hereafter from claiming differently than as an “Acceleration”)agreed to in this paragraph. At The Company expressly acknowledges that its agreement to pay the Applicable Premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after such a declaration of acceleration with respect to Debt Securities of any series has the principal of, premium, if any, on and accrued and unpaid interest, if any, on the Notes shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of premium, if any, and accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the uncured nonpayment of the principal of, premium, if any, on and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as hereinafter provided in this Article provided, the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of that seriesNotes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient and such Default shall cease to pay: (A) the principal of (and premiumexist, if any, on) any Debt Securities of such series which have become due and payable otherwise than by such declaration of acceleration and any Payments or Missed Payments, if any, thereon at the rate or rates prescribed therefor in such Debt Securities; and (B) 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 Event of Default with respect arising therefrom shall be deemed to the Debt Securities of such series have been remedied. No cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price and Tax Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, or (ii) a failure to repurchase or redeem any Notes when required.

Acceleration; Rescission and Annulment. If an Indenture -------------------------------------- Event of Default under Section 8.01(e) or 8.01(f) shall have occurred and is continuing, then the principal of the all Equipment Notes, together with respect to Debt Securities accrued but unpaid interest thereon, and all other amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any series at the time Outstanding other Indenture Event of Default occurs and is continuing, then in every such case the Indenture Trustee may(i) may (and shall, or if so requested by subject to Section 2.6 of the Holders Intercreditor Agreement, upon receipt of not less than a written demand therefor from the holders of 25% in outstanding principal amount of the Outstanding Debt Securities of that seriesEquipment Notes), shall by notice to the Owner declare the principal amount (or such other amount as is specified pursuant to Section 3.01) together with the accrued but unpaid Payments and Missed Payments, if any, or, in the case of Indexed Securities, the amount specified pursuant to Section 3.01, of all of the Debt Securities of that series Equipment Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall become immediately due and payable (hereinafter referred ii) may (and shall, subject to as an “Acceleration”Section 2.6 of the Intercreditor Agreement, upon receipt of a written demand therefor from the Swap Counterparty), by notice to the Swap Provider declare the Swap Termination Amounts to be immediately due and payable. Upon such declaration (i) in the case of the Equipment Notes, the principal of all Equipment Notes together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, without Make-Whole Amount, and, (ii) in the case of the Confirmation, the Swap Termination Amounts, shall in each case be immediately due and payable without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such a declaration of acceleration with respect and prior to Debt Securities of any series has been made and before a judgment the sale or decree for payment disposition of the money due has been obtained by the Trustee as hereinafter in this Article providedIndenture Estate, the Holders Indenture Trustee may (and shall upon receipt of a majority in principal amount of written demand therefor from the Outstanding Debt Securities of that series, Instructing Group) by written notice to the Company Owner, rescind either or both of such declarations and the Trustee, may rescind and thereby annul such declaration and its consequences if: if (1i) the Company has paid or deposited with the Trustee a sum an amount sufficient to pay: (A) the pay all principal of (and premium, if any, on) on any Debt Securities of such series Equipment Notes which have become due and payable otherwise than by such declaration of acceleration and any Payments interest thereon and interest due or Missed Paymentspast due, if any, thereon at and all sums due and payable to the rate Indenture Trustee have been deposited with the Indenture Trustee, (ii) an amount sufficient to pay all Swap Obligations which have become due otherwise than by such declaration have been deposited with the Indenture Trustee, (iii) the rescission would not conflict with any judgment or rates prescribed therefor in such Debt Securities; and decree and (Biv) all sums paid or advanced by the Trustee hereunder existing Indenture Defaults and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Indenture Events of Default with respect to under this Agreement have been cured or [Trust Indenture and Mortgage ([_________])] waived except nonpayment of principal of, or interest on, the Debt Securities Equipment Notes that has become due solely because of such series have been remediedacceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.