Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. If an Indenture Event of Default 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 acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

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 Indenture Event of Default occurs specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal amount of all of the Notes shall have already become due and is continuingpayable, either the Indenture Trustee, by notice to the Company and the Owner Trustee, Trustee or the Holders of at least 25% in aggregate principal amount of Outstanding Certificatesthe Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the CompanyCompany (and to the Trustee if given by Holders), the Indenture Trustee and the Owner Trustee may declare 100% of the principal of of, and accrued and unpaid interest on, all the Certificates Notes (including PIK Notes) plus the Applicable Premium to be due and payablepayable immediately, whereupon and upon any such declaration the same shall become and shall automatically be accelerated and be and become immediately due and payable; provided. Notwithstanding the foregoing, that if the Trustee and the Holders may also pursue any other available remedy in respect of any such Event of Default. If an Indenture Event of Default referred to specified in clause (gSection 6.01(h) or (hSection 6.01(i) 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 CompanyCompany 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 (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 agreed to in this paragraph. 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 the principal of, premium, if any, on and accrued and unpaid interest, if any, on the Notes shall have been so declared 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 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 the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of 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, except as the case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, succeeding sentence) the Holders of a majority in aggregate principal amount of all of the Outstanding CertificatesNotes then outstanding, by written notice to the Indenture Trustee, the Company and to the Owner Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such a declaration and thereby annul its consequences if 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 or rescission and annulment shall extend to or shall affect any subsequent 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) an amount sufficient to pay all the nonpayment of the principal (including the Fundamental Change Repurchase Price and Tax Redemption Price, if applicable) of, andor accrued and unpaid interest on, in the case of the Series SWA 1995 Trust N604SW-I Certificatesany Notes, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with a failure to repurchase or redeem any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such accelerationNotes when required.

Acceleration; Rescission and Annulment. (a) If an Indenture -------------------------------------- Event of Default occurs and is continuing, either the Indenture TrusteeTrustee may, by notice subject to clause (b) of this Section 4.2, and upon the Company and directions of a Majority in Interest shall, subject to Section 4.4, declare the Owner Trustee, or the Holders of at least 25% in aggregate unpaid principal amount of Outstanding Certificatesall Equipment Notes then outstanding, by notice to Late Payment Premium and accrued interest thereon and on the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates Equipment Notes to be due and payable, whereupon the same it being agreed Trust Indenture and Security Agreement (GARC II 98-A) that no Make-Whole Amount shall be accelerated payable in such event. At any time after the Indenture Trustee has declared the unpaid principal amount of all Equipment Notes then outstanding to be due and be payable and prior to the sale of any of the Indenture Estate pursuant to this Article IV, a Majority in Interest, by written notice to the Owner Trustee, the Lessee and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if: (i) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest and Late Payment Premium (and accrued interest thereon) on the Equipment Notes, and the principal of any Equipment Notes that has become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree, and payable; provided(iii) all other Indenture Defaults and Indenture Events of Default, other than nonpayment of principal, Late Payment Premium or interest on the Equipment Notes that if have become due solely because of such acceleration, have been cured or waived. (b) If an Indenture Event of Default referred to in clause (ge) or (hf) of Section 8.01 4.1 shall have occurred occurred, or a Lease Event of Default of the type referred to in under clause (g) or (h) of said Section 8.01 14 of the Lease shall have occurred with respect to the Companyoccurred, then and in every such case the unpaid principal amount of all Certificates Equipment Notes then Outstanding shalloutstanding, unless Late Payment Premium and accrued interest thereon and on the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates Equipment Notes shall otherwise direct, immediately and without further act become due and payable, payable without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default 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, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates to be due and payable, whereupon ; provided that the same shall be accelerated and be and Certificates will automatically become immediately due and payable; provided, that if payable without any action of the Indenture Trustee or of any Holder in the case of an Indenture Event of Default referred to in clause (gunder Section 8.01(f) 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 acting upon instructions of 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 case may be)declaration, the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company Company, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Indenture have been cured or waived except Indenture-42 (1995 777 C) nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration. Any acceleration pursuant to this Section 8.02 shall be automatically rescinded in the event that the Owner Trustee or the Owner Participant, as the case may be, shall have cured, in accordance with Section 8.03(e)(i), the Indenture Event of Default that resulted in such acceleration.

Acceleration; Rescission and Annulment. (a) If an Indenture Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, either the Indenture Senior Trustee, by notice upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall give an Acceleration 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 acting upon instructions of 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 waivedIssuer. Upon delivery of such declaration an Acceleration Notice (or automatic acceleration, and so long as the case may besuch Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the principal Outstanding Principal Balance of the Notes and all Certificates together with accrued and unpaid 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after the Senior Trustee or such declaration Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the sale or disposition exercise of the Indenture Estateany other remedies pursuant to this Article IV, the Holders Senior Trustee, upon the Direction of Noteholders holding a majority in aggregate principal amount of all of the Outstanding CertificatesPrincipal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a), by written notice to the Indenture TrusteeIssuer, the Company rescind and the Owner Trustee, may rescind annul such a declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountand Premium, if any, on any Certificates which on, the Notes that would have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trusteeof acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture other Defaults and Indenture Events of Default under this Agreement Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party. (b) Notwithstanding this Section 4.2, Section 4.3 and Section 4.12, after the occurrence and during the continuation of an Event of Default, no Noteholders of any class of Notes other than the Senior Class of Notes shall be permitted to give or direct the giving of an Acceleration Notice, or to exercise any remedy in respect of such Event of Default, and no Person other than the Senior Trustee, at the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, may give an Acceleration Notice or exercise any such remedy. (c) Within 30 days after the occurrence of an Event of Default in respect of any class of Notes, the Trustee shall give to the Noteholders notice, transmitted by mail, of all uncured or unwaived Defaults known to it on such date; provided, that the Trustee may withhold such notice with respect to a Default (other than a payment default with respect to interest, principal or Premium, if any) if it determines in good faith that withholding such notice is in the interest of the affected Noteholders.

Acceleration; Rescission and Annulment. (a) After the occurrence and during the continuance of an Event of Default, the Requisite Purchasers or the Principal Purchaser at the direction of the Requisite Purchasers may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Indenture Event of Default specified in Section ‎8.1(g) or Section ‎8.1(h) with respect to the Company occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders 100% 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 payableof, 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 acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountpremium, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due accrued and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountunpaid interest, if any, on any Certificates which have all Notes shall automatically become due otherwise than by such declaration and payable. (b) Notwithstanding anything to the contrary herein, the provisions of Section ‎8.2(a), however, are subject to the conditions that if, at any interest thereon and interest due or past duetime after the principal of, premium, if any, and all sums accrued and unpaid interest, if any, on, the Notes shall have been so declared due and payable to payable, and before any judgment or decree for the Indenture Trustee payment of the monies due shall have been deposited with the Indenture Trustee, obtained as herein provided: (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) any and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Agreement, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured cured, waived or waived except nonpayment otherwise remedied as provided herein, then, the Requisite Purchasers, by written notice to the Company, may waive all defaults and Events of principal ofDefault with respect to the Notes (other than a default or an Event of Default resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the number of Common Shares due upon conversion of a Note, or interest onwith respect to another covenant or provision of this Agreement or the Notes that cannot be modified or amended without the consent of each affected Holder) and may rescind and annul the declaration of acceleration resulting from such defaults or Events of Default (other than those resulting from the failure to pay the Fundamental Change Purchase Price or Redemption Price, to pay or deliver, as the case may be, the Certificates number of Common Shares due upon conversion of a Note, or with respect to another covenant or provision of this Agreement or the Notes that has become due solely because cannot be modified or amended without the consent of each affected Holder) and their consequences; provided, however, that no such accelerationrescission or annulment will extent to or will affect any subsequent default or shall impair any right consequent on such default.

Acceleration; Rescission and Annulment. (a) If an Indenture Event of Default with respect to the Senior Class of Notes (other than an Event of Default under clause (f) or (g) of Section 4.01) occurs and is continuing, either the Indenture TrusteeSenior Trustee may, by notice to and, upon the Company and the Owner Trustee, or the direction of Holders of at least 25% in of the aggregate principal amount Outstanding Principal Balance of Outstanding Certificatesthe Senior Class of Notes, by notice shall, give a Default Notice to the CompanyIssuer, the Indenture Trustee Cash Manager, the Administrative Agent and the Owner Trustee may declare declaring the principal Outstanding Principal Balance of the Notes and all the Certificates accrued and unpaid interest thereon to be due and payable. Upon delivery of a Default Notice, whereupon the same such Outstanding Principal Balance and all accrued and unpaid interest thereon 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 acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration the Senior Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable and prior to the sale or disposition exercise of the Indenture Estateany other remedies pursuant to this Article IV, the Holders of a majority in aggregate principal amount of all of the aggregate Outstanding CertificatesPrincipal Balance of the Senior Class of Notes, by written notice to the Indenture TrusteeIssuer, the Company Senior Trustee and the Owner TrusteeAdministrative Agent, may may, subject to Section 4.05(a), rescind and annul such a declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Senior Trustee an amount sufficient to pay all overdue installments of interest on the MSAF Group Notes, and the principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountand Premium, if any, on any Certificates which the MSAF Group Notes that would have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trusteeof acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture other Defaults and Indenture Events of Default under this Agreement have been cured or waived except Default, other than nonpayment of interest and principal of, or interest on, on the Certificates MSAF Group Notes that has have become due solely because of such acceleration, have been cured or waived. If an Event of Default under clause (f) or (g) of Section 4.01 occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become due and payable without any further action by any party.

Acceleration; Rescission and Annulment. If an Indenture Event of Default 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 hereof shall have occurred or a Lease Event of Default of the type referred to in clause under Section 14(f), (g), (h) or (hi) of said Section 8.01 the Lease shall have occurred with respect to the Companyoccurred, then and in every such case the unpaid principal of all Certificates Equipment Notes then Outstanding shalloutstanding, unless together with interest accrued but unpaid thereon owing to the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates Noteholders and all other amounts due thereunder and hereunder, shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. If any other Indenture Event of Default occurs and is continuing, the Loan Trustee, may, and upon the written instructions of a Majority in Interest of Noteholders, the Loan Trustee shall, by notice to the Lessee, the Owner Participant and the Owner Trustee, declare the principal of all the Equipment Notes to be due and payable, subject to Section 8.03. Upon such declaration (or automatic acceleration, as the case may be)declaration, the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment for shall be immediately due and payable (but not including any Premium)payable. At any time after such declaration and prior to the sale or disposition principal of the Indenture EstateEquipment Notes shall have become so due and payable, and before any judgment or decree for the Holders of a majority in aggregate principal amount of all payment of the Outstanding Certificatesmoney so due, or any thereof, shall be entered, a Majority in Interest of Noteholders, by notice to the Indenture Loan Trustee, the Company Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWMake-I Certificates, the Break Whole Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest on, such Equipment Notes, to the extent each such amount is due or past due, if any, in respect of the outstanding Equipment Notes other than by reason of such acceleration and all sums due and payable to the Indenture Loan Trustee have has been deposited with the Indenture Loan Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Indenture have been cured or waived except nonpayment of principal of, or interest on, on the Certificates Equipment Notes that has become due solely because of such acceleration. No Make-Whole Amount shall be 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 occurs and is continuing, either the Indenture TrusteeTrustee may, by notice and upon the directions of a Majority in Interest shall, subject to Section 4.04, declare the Company and the Owner Trustee, or the Holders of at least 25% in aggregate unpaid principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee all Equipment Notes then outstanding and the Owner Trustee may declare the principal of all the Certificates accrued interest thereon to be due and payable, whereupon the same shall it being agreed that no Make-Whole Amount or other premium should be accelerated and be and become due and payablepayable in such event; provided, provided that if an Indenture Event of Default referred to in clause (f) and (g) or (h) of Section 8.01 5.01 hereof 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 Companyoccurred, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates such Equipment Notes then outstanding, together with accrued but unpaid interest thereon (but without Make-Whole Amount) and all other amounts due hereunder and on or in respect of the Equipment Notes shall otherwise direct, immediately and without further act become due and payable, payable without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration the Indenture Trustee has declared the unpaid principal amount of all Equipment Notes then outstanding to be due and payable and prior to the sale or disposition of any of the Indenture EstateEstate pursuant to this Article V, the Holders of a majority Majority in aggregate principal amount of all of the Outstanding CertificatesInterest, by written notice to the Owner and the Indenture Trustee, the Company and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Equipment Notes, and the principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have Equipment Notes that has become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trusteeof acceleration, (ii) the rescission would not conflict with any judgment or decree decree, and (iii) all existing Indenture other Defaults and Indenture Events of Default under this Agreement have been cured or waived except Default, other than nonpayment of principal of, or interest on, on the Certificates Equipment Notes that has have become due solely because of such acceleration, have been cured or waived.

Acceleration; Rescission and Annulment. If an Indenture Event of Default 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, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates to be due and payable, whereupon ; provided that the same shall be accelerated and be and Certificates will automatically become immediately due and payable; provided, that if payable without any action of the Indenture Trustee or of any Holder in the case of an Indenture Event of Default referred to in clause (gunder Section 8.01(f) 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 acting upon instructions of 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 case may be)declaration, the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company Company, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Indenture have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to 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, either the Indenture Trustee, by notice to the Company and the Owner Trustee, Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding CertificatesSecurities of that series, by written notice to received by the CompanyCompany (and, if given by the Indenture Trustee and Holders, received by the Owner Trustee 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 Certificates Securities of that series to be due and payablepayable and upon any such declaration such principal (or, whereupon in the same case of Original Issue Discount Securities or Indexed Securities, such specified amount), premium, if any, and interest, if any, shall be accelerated and be and become immediately due and payable; provided, provided that if the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15. If an Indenture Event of Default referred to specified 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 5.1 with respect to the CompanySecurities of any series at the time Outstanding occurs and is continuing, then and in every the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such case portion of the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, be specified in the case terms of the Series SWA 1995 Trust N604SW-I Certificatesthat series) of, the Break Amountpremium, if any, and accrued interest, if any, on all other amounts payable to the Holders hereunder as at such date Securities of payment that series shall be immediately due and payable (but not including without any Premium)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 the extent provided in Article 15. At any time after such a declaration of acceleration has been made and prior to the sale before a judgment or disposition decree for payment of the Indenture Estatemoney 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 all of the Outstanding CertificatesSecurities of that series, 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 (i1) an amount the Company or any of the Guarantors has paid or deposited with the Trustee a sum sufficient to pay pay (A) all overdue interest on all Securities of that series, (B) the principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountand premium, if any, on any Certificates Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon and at the rate borne by the Securities of that series, (C) to the extent that payment of such interest due or past dueis lawful, if anyinterest upon overdue interest at the rate provided therefor in the Securities of that series, and and (D) all sums due paid or advanced by the Trustee hereunder and payable to the Indenture Trustee have been deposited with reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; (ii) the rescission would not conflict with any judgment or decree and (iii2) all existing Indenture Defaults and Indenture Events of Default under this Agreement Default, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal of, as provided in Section 5.7. No such rescission shall affect any subsequent default or interest on, the Certificates that has become due solely because of such accelerationimpair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture -------------------------------------- Event of Default occurs under Section 8.01(e) or 8.01(f) shall have occurred 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 then the principal of the all the Certificates to be Equipment Notes, together with accrued but unpaid interest thereon, and all other amounts due thereunder and payable, whereupon the same hereunder shall be accelerated and be and immediately 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 acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default occurs and is continuing, the Indenture Trustee (i) may (and shall, subject to Section 2.6 of the Intercreditor Agreement, upon receipt of a written demand therefor from the holders of 25% in outstanding principal amount of the Equipment Notes), by notice to the Owner declare the principal of all the Equipment Notes to be immediately due and payable (ii) may (and shall, subject to 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 (or automatic acceleration, as i) in the case may be)of the Equipment Notes, the principal of all Certificates 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, pluswithout Make-Whole Amount, and, (ii) in the case of the Series SWA 1995 Trust N604SW-I CertificatesConfirmation, the Break AmountSwap Termination Amounts, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall in each case be immediately due and payable (but not including any Premium)without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders Indenture Trustee may (and shall upon receipt of a majority in aggregate principal amount of all of written demand therefor from the Outstanding Certificates, Instructing Group) by notice to the Indenture TrusteeOwner, the Company and the Owner Trustee, may rescind either or both of such a declaration declarations and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates Equipment Notes which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the 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 decree and (iiiiv) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or [Trust Indenture and Mortgage ([_________])] waived except nonpayment of principal of, or interest on, the Certificates Equipment Notes that has become due solely because of such acceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

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 Indenture Event of Default occurs specified in Section 6.01(e) or 6.01(f)) shall occur and is continuingcontinuing with respect to Securities any series at the time Outstanding, either then, and in each and every such case, during the Indenture Trusteecontinuance of any such Event of Default, by notice to the Company and the Owner Trustee, Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding may, and the Trustee upon written directions of holders of at least 25% in aggregate principal amount of Outstanding Certificatesthe Securities of such Series outstanding shall (subject to it being indemnified secured and/or pre-funded to its satisfaction), by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the unpaid principal (or, if the 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 Certificates Securities of such series then Outstanding 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 payable by a notice 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 writing to the CompanyCompany (and to the Trustee if given by Holders), then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately accrued and without further act become due any accrued and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amountunpaid interest, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be 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 (but not including any Premiumsubject to Section 3.11 and except as 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 and prior of acceleration with respect to the sale Securities of any series has been made and before a judgment or disposition decree for payment of the Indenture Estatemoney due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of at least a majority in aggregate principal amount of the Securities of such series at the time Outstanding may, subject to Sections 6.06 and 13.02, waive all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company past Defaults and the Owner Trustee, may rescind and annul such a declaration and thereby annul its consequences if acceleration if: (i) an amount sufficient to pay all principal of, and, in the case rescission of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable acceleration with respect to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission Securities of such series would not conflict with any judgment or decree and of a court of competent jurisdiction; and (iiiii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment with respect to the Securities of principal ofsuch series, other than the non-payment of principal, premium, if any, or interest on, on the Certificates Securities of such series that has become became due solely because of such acceleration, have been cured or waived as provided in Section 6.06. (c) No 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 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 acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SWN603SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN603SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default 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 acting upon instructions of 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 case may be), the principal of all Certificates 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, plus, in the case of the Series SWA 1995 Trust N604SWN396SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN396SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture -------------------------------------- Event of Default occurs under Section 8.01(f) or 8.01(g) shall have occurred 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 then the principal of the all the Certificates to be AFE Trust Notes, together with accrued but unpaid interest thereon, and all other amounts due thereunder and payable, whereupon the same hereunder shall be accelerated and be and immediately 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 acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default occurs and is continuing, the Indenture Trustee may (and shall, subject to Section 2.6 of the Intercreditor Agreement, upon receipt of a written demand therefor from the Majority in Interest of Noteholders), by notice to the Issuer declare the principal of all the AFE Trust Notes to be immediately due and payable. Upon such declaration (or automatic acceleration, as in the case may be)of the AFE Trust Notes, the principal of all Certificates AFE Trust 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, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and together with all other amounts sums then payable to the Holders hereunder as at but without Make-Whole Amount or Break Amount by reason of any such date of payment shall be immediately due and payable (but not including any Premium)declaration. At any time after such declaration or acceleration and prior to the sale or disposition of the Indenture Estate, the Holders Indenture Trustee may (and shall upon receipt of a majority written demand therefor from the Majority in aggregate principal amount of all of the Outstanding Certificates, Interest Noteholders) by notice to the Indenture TrusteeIssuer, the Company and the Owner Trustee, may rescind either or both of such a acceleration or declaration and thereby annul its consequences if if: (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates AFE Trust Notes which have become due otherwise than by such acceleration or declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, ; (ii) the rescission would not conflict with any judgment or decree and decree; (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates AFE Trust Notes that has become due solely because of such acceleration; and (iv) any existing Indenture Event of Default under Section 8.01(c) has been cured 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 Trustee may, or if so requested by the Holders of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least not less than 25% in aggregate principal amount of the Outstanding Certificates Debt Securities of that series, 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 declare the principal amount (or automatic acceleration, such other amount as the case may be), the principal of all Certificates is specified pursuant to Section 3.01) together with the 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 forbut unpaid Payments and Missed Payments, plusif any, or, in the case of the Series SWA 1995 Trust N604SW-I CertificatesIndexed Securities, the Break Amountamount 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 anygiven by Holders), and all other amounts payable to the Holders hereunder as at upon any such date of payment declaration such principal amount (or specified amount), such accrued but unpaid Payments and such Missed Payments shall be become immediately due and payable (but not including any Premiumhereinafter 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 prior to the sale before a judgment or disposition decree for payment of the Indenture Estatemoney due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of all of the Outstanding CertificatesDebt Securities of that series, 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: (i1) an amount the Company has paid or deposited with the Trustee a sum sufficient to pay all pay: (A) the principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount(and premium, if any, on on) any Certificates Debt Securities of such series which have become due and payable otherwise than by such declaration of acceleration and any interest thereon and interest due Payments or past dueMissed Payments, if any, and thereon at the rate or rates prescribed therefor in such Debt Securities; and (B) all sums due paid or advanced by the Trustee hereunder and payable to the Indenture Trustee have been deposited with reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (ii) the rescission would not conflict with any judgment or decree and (iii2) all existing Indenture Defaults and Indenture Events of Default under this Agreement with respect to the Debt Securities of such series have been cured remedied. No such rescission shall affect any subsequent default or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such accelerationimpair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture Event of Default with respect to the 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, Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding CertificatesSecurities of such series, by written notice to the CompanyCompany (and, if given by the Indenture Trustee and Holders, to the Owner Trustee Trustee), may declare the principal of (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) and accrued interest, if any, on all the Certificates Securities of that series to be due and payable, whereupon the same shall be accelerated payable 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 acting upon instructions of 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 any such declaration (or automatic acceleration, as the case may be), the principal of all Certificates 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, plus(or, in the case of the Series SWA 1995 Trust N604SW-I CertificatesOriginal Issue Discount Securities or Indexed Securities, the Break Amountsuch specified amount) and interest, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and prior to the sale before a judgment or disposition decree for payment of the Indenture Estatemoney due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of all of the Outstanding CertificatesSecurities of that series, 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: (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (i) an amount sufficient to pay all principal of, and, in the case overdue installments of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, interest on any Certificates Securities of such series and any coupons appertaining thereto which have become due otherwise than by such declaration of acceleration and any Additional 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, to the extent permitted by applicable law, interest thereon and at the rate or rates borne by or provided for in such Securities, (iii) to the extent permitted by applicable law, interest due or past dueupon 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 (iv) all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all sums other amounts due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, under Section 6.9; and (ii) the rescission would not conflict with any judgment or decree and (iii2) all existing Indenture Defaults and Indenture Events of Default under this Agreement with respect to Securities of such series, other than the 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 cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such accelerationas provided in Section 5.7.

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 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 other Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company Lessee and the Owner TrusteeTrustee or, or subject to Section 2.6 of the Holders Intercreditor Agreement, Noteholders of at least 25% in aggregate principal amount of Outstanding Certificatesoutstanding Equipment Notes, by notice to the CompanyLessee, the Indenture Trustee, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates Equipment Notes to be immediately 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 acting upon instructions of 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 case may be)declaration, the principal of all Certificates 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, plusbut without [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Make-Whole Amount or premium, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders a Majority-in-Interest of a majority in aggregate principal amount of all of the Outstanding CertificatesNoteholders, by notice to the Indenture Trustee, the Company Lessee, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates Equipment Notes which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates Equipment Notes that has become due solely because of such acceleration. 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 the 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, Trustee or the Holders of at least 25% in aggregate principal amount of all of the Outstanding Certificates, Securities of that series by written notice to the CompanyCompany (and if given by the Holders, to the Indenture Trustee and the Owner Trustee Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the Original principal amount as may be specified in the terms of that series) of and accrued interest, if any, on all the Certificates Securities of that series to be due and payable, whereupon the same shall be accelerated payable 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 acting upon instructions of 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 any such declaration (or automatic acceleration, as the case may be), the principal of all Certificates 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, plus(or, in the case of the Series SWA 1995 Trust N604SW-I CertificatesOriginal Issue Discount Securities or Indexed Securities, the Break Amountsuch specified amount) and interest, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and prior to the sale before a judgement or disposition decree for payment of the Indenture Estatemoney due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of all of the Outstanding CertificatesSecurities of that series, 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 (i1) an amount the Company has paid or deposited with the Trustee a sum sufficient to pay all principal of, and, pay (A) in the case 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 Series SWA 1995 Trust N604SW-I Certificatescurrency or currency unit in which that series of Securities is payable, the Break Amountprincipal of (and premium, if any, on on) any Certificates Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such 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 interest due or past dueany Additional Amounts payable, if any, and and (D) all sums due paid or advanced by the Trustee hereunder and payable to the Indenture Trustee have been deposited with reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; (ii) the rescission would not conflict with any judgment or decree and (iii2) all existing Indenture Defaults and Indenture Events of Default under this Agreement with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal of, as provided in Section 5.07. No such rescission shall affect any subsequent default or interest on, the Certificates that has become due solely because of such accelerationimpair any right consequent thereon.