Common use of Rescission of Acceleration Clause in Contracts

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, SECTION 10.02 are subject to the extent permitted by law, on overdue interest, at condition that if the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal Principal of and accrued interest on the LoansBridge Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in SECTION 10.01, in each case the Required Lenders may, by written instrument filed with the Borrower, rescind and annul such declaration and the consequences thereof, provided that at the time such declaration is annulled and rescinded: (i) no judgment or decree has been entered for the payment of any monies due pursuant to the Bridge Notes or this Agreement; (ii) all arrears of interest and Principal upon all the Bridge Notes and all other sums payable under the Bridge Notes and under this Agreement (except any principal and interest or premium on the Bridge Notes which is become due and payable solely by virtue reason of accelerationthe rescinded or annulled declaration) shall be remedied have been duly paid, unless the same specifically has been waived in writing by the Required Lenders; and (iii) each and every other Event of Default shall have been made good, cured or waived pursuant waived; and PROVIDED FURTHER that no such rescission and annulment shall extend to Section 9.6, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon thereto. (including b) The provisions of SECTION 10.02 are subject to the right condition that, if the Principal of Administrative Agent to, upon and accrued interest on the written request or with the written consent Bridge Notes have been declared immediately due and payable SOLELY by reason of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to described in SECTION 10.01(e)(iii), such acceleration and the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, consequences thereof shall be automatically rescinded and such provisions shall not at any time be construed so as to grant Company annulled if the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any holders of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an Senior Indebtedness shall have also annulled and rescinded their acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metSenior Indebtedness.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, SECTION 6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared immediately due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% reason of the Revolving Lendersoccurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of SECTION 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under SECTION 6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to SECTION 7.1; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant SECTION 6.3 are subject to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even condition that if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on any outstanding Note of any series have been declared by the Loans, in each case which is holder thereof to be immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in paragraph (a), (b) shall be remedied or waived pursuant to Section 9.6(c) of SECTION 6.1, then Administrative Agent shall, upon the written request of Requisite Lenderssuch holder may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metconsequences thereof.

Rescission of Acceleration. Notwithstanding anything contained The provisions of Section 14.3 are subject to the condition that if the principal of, and accrued interest on, all or any outstanding Senior Notes have been declared immediately due and payable by the Required Holders by reason of the occurrence of any Event of Default described in paragraph paragraphs (a) above, if at any time within 60 days after: through (i), inclusive, (l) an acceleration or (m) of Section 14.1, the holders of 66 2/3% in aggregate principal amount of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, Senior Notes then Administrative Agent shall, upon the written request of 100% of the Revolving Lendersoutstanding may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Senior Notes or this Agreement; (b) all arrears of interest upon all the Senior Notes and all other sums payable under the Senior Notes and under this Agreement (except any principal, interest or Make-Whole Amount, if any, on the Senior Notes) which has become due and payable solely by reason of such declaration under Section 14.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to Section 17.1; and provided further, that no such action rescission and annulment under this Section 14.4 shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metthereto.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) aboveThe provisions of Sections 10.1, if at any time within 60 days after: (i) an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest 10.2 and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, 10.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is Note have been declared immediately due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% reason of the Revolving Lendersoccurrence of any Event of Default described in Section 10.1, other than subsections (f) and (g), the Required Holders may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof, provided, however, that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Note or this Agreement; (b) all arrears of interest upon all the Note and all other sums payable under the Note and under this Agreement (except any principal or interest on the Note which has become due and payable solely by reason of such declaration under Section 10.2) shall have been duly paid, unless the same specifically has been waived in writing by the Required Holders; but and (c) each and every other Event of Default shall have been made good, cured or waived; (d) and provided, further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent tothereto. Additionally, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is Note has been declared immediately due and payable solely by virtue reason of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request occurrence of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent an Event of Default or Potential Event described in Section 10.1(b)(i), if all then outstanding Events of Default under the Senior Credit Agreement are cured or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at waived under the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any terms of the rights or remedies available to them under any Senior Credit Agreement, such acceleration of the Loan Documents, even if Note shall be automatically rescinded and the conditions set forth in this paragraph are metNote shall be deemed automatically reinstated.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, Section 6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared or have become immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in paragraphs (a) shall be remedied or waived pursuant to through (e), inclusive, of Section 9.66.1, then Administrative Agent shall(i) for any such declaration by a holder as the result of an Event of Default described in paragraph (a) of Section 6.1, upon such holder or (ii) for any such declaration as the written request result of 100the Event of Default described in paragraphs (b) through (e) of Section 6.1, the holders of at least 51% of the Revolving Lendersunpaid principal amount of all Notes then outstanding (other than any Notes held by the Company or any Subsidiary or Affiliate), may by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or this Agreement; (b) all arrears of interest upon all the Notes and all other sums payable under the Notes and under this Agreement (except any principal, interest or premium on the Notes which has become due and payable solely by reason of such declaration under Section 6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been cured or waived pursuant to Section 7.1 and the Company shall have paid all of Purchaser's costs and expenses as provided for in Section 9.4; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metthereto.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, foregoing Section 2.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on all or any outstanding Subordinated Term Loan D Notes have been declared immediately due and payable by reason of the Loansoccurrence of any Subordinated Term D Event of Default described in paragraphs (a) through (j), inclusive, or (m) through (p), inclusive, of Section 2.1, the Holders holding 67% in each case aggregate principal amount of the Subordinated Term Loan D Notes then outstanding may, by written instrument filed with the Parent, rescind and annul such declaration and the consequences thereof, provided that at the time such declaration is annulled and rescinded: (i) no judgment or decree has been entered for the payment of any monies due pursuant to the Subordinated Term Loan D Notes or this Agreement (insofar as it relates to the Holders or the Subordinated Term Loan D Notes); (ii) all arrears of interest upon all the Subordinated Term Loan D Notes and all other sums payable under the Subordinated Term Loan D Notes and (insofar as it relates to the Holders or the Subordinated Term Loan D Notes) under this Agreement (except any principal or interest on the Subordinated Term Loan D Notes which is has become due and payable solely by virtue reason of accelerationsuch declaration under Section 2.3) shall be remedied have been duly paid; and (iii) each and every other Subordinated Term Loan D Default and Subordinated Term Loan D Event of Default shall have been made good, cured or waived pursuant to Section 9.612.02; and provided further, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice that no such rescission and annulment shall extend to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Event of Subordinated Term Loan D Default or Potential Subordinated Term Loan D Event of Default or impair any right consequent thereon (including the thereto. ANNEX 3 SUBORDINATION OF SUBORDINATED INDEBTEDNESS LIABILITIES The Subordinated Indebtedness Liabilities shall be subordinate and junior in right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal andpayment, to the extent permitted by lawand in the manner hereinafter set forth, on overdue interestto all Senior Indebtedness Liabilities, at whether now outstanding or hereafter incurred: (a) In the rates specified event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization, arrangement or other similar proceedings in connection therewith, relative to the Parent or to its creditors, as such, or to its property, and in the event of any proceedings, for voluntary liquidation, dissolution or other winding-up of the Parent, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness Liabilities shall be entitled to receive from the Parent irrevocable payment in full of all Senior Indebtedness Liabilities owed thereby in cash or other property acceptable to the holders of the Senior Indebtedness Liabilities (or to have such payment duly provided for in a manner satisfactory to the holders of said Senior Indebtedness Liabilities) before the holders of the Subordinated Indebtedness Liabilities are entitled to receive any payment from the Parent in respect of the Subordinated Indebtedness Liabilities owed thereby, and to that end the holders of Senior Indebtedness Liabilities shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or Securities, which may be payable or deliverable in any such proceedings in respect of the Subordinated Indebtedness Liabilities, excepting only Securities which are in all respects subordinate and junior in right of payment to the payment in full of all Senior Indebtedness Liabilities then due and owing upon terms substantially similar to those contained in this AgreementAgreement and (unless different maturities and repayment terms are provided for in a plan approved in a reorganization proceeding) having maturities and all Events terms of Default and Potential Events repayment similar to those applicable to the Subordinated Term Loan D Notes. (b) Upon the happening of Default (other than non-payment any Senior Indebtedness Payment Default, the holders of the principal of and accrued interest Subordinated Indebtedness Liabilities shall not be entitled to receive any payment on account thereof during the period beginning on the Loansdate such Senior Indebtedness Payment Default shall occur and ending upon the earlier of (1) the date such Senior Indebtedness Payment Default has been waived in writing by the holders of the related Senior Indebtedness Liabilities, (2) the date on which notice that such Senior Indebtedness Payment Default shall have ceased to exist is given by the holders of the related Senior Indebtedness Liabilities or the Administrative Agent to the Parent and the holders of the Subordinated Indebtedness Liabilities, and (3) the date on which such Senior Indebtedness Payment Default has been cured or shall have ceased to exist, provided that blockage periods under this paragraph (b) shall not be in each case which is effect for more than 179 days unless all of the related Senior Indebtedness Liabilities shall have been declared by the holder thereof to be immediately due and payable solely by virtue as the result of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metSenior Indebtedness Payment Default.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, §6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared immediately due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% reason of the Revolving Lendersoccurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (k) through (m), inclusive, of §6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any Series then outstanding may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof with respect to such Series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such Series or this Agreement; (b) all arrears of interest upon all the Notes of such Series and all other sums payable under the Notes of such Series and under this Agreement (except any principal, interest or premium on the Notes of such Series which has become due and payable solely by reason of such declaration under §6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to §7.1; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant §6.3 are subject to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even condition that if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on any outstanding Note of any Series have been declared by the Loans, in each case which is holder thereof to be immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in paragraph (a) shall be remedied or waived pursuant to Section 9.6(b) or (c) of §6.1, then Administrative Agent shall, upon the written request of Requisite Lenderssuch holder may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metconsequences thereof.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) Upon the delivery of a Borrower Cessation Notice to the Administrative Agent, (x) the Requisite Lenders giving such Borrower Cessation Notice (in the case of a Borrower Cessation Notice that relates to a Borrower Payment Event of Default) or (y) the Majority Lenders (in the case of a Borrower Cessation Notice that relates to a Borrower Event of Default other than a Borrower Payment Event of Default or an acceleration MPA Event of Default referred to in Section 9.01(j) of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than MPA), as a result of such acceleration (with interest on principal andthe case may be, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loansmay, in each case which is due and payable solely by virtue of acceleration) shall be remedied its or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice to Companytheir discretion, rescind and annul any termination or cancellation of any commitment or any acceleration (made during the Continuance of such Borrower Event of Default) of principal of Senior Loans, as the case may be, in which case the outstanding Commitments shall be reinstated and the principal amount of Senior Loans outstanding immediately prior to the delivery of such Borrower Cessation Notice shall be payable in installments on the dates scheduled for repayment thereof immediately prior to such acceleration; and (ii) Upon the delivery of a Borrower Cessation Notice with respect to cessation of an Event of Political Force Majeure the occurrence and continuance of which formed the sole basis for a declaration of an MPA Event of Default referred to in Section 9.01(j) of the MPA, if no other Borrower Event of Default is Continuing, then each Senior Lender shall rescind and annul any termination or cancellation of any commitment or any acceleration (made during the Continuance of such Borrower Event of Default) of principal of Senior Loans and its consequencesthe outstanding Commitments shall be reinstated and the principal amount of Senior Loans outstanding immediately prior to the delivery of such Borrower Cessation Notice shall be payable in equal installments on the dates scheduled for repayment thereof immediately prior to such acceleration; but provided that no such action rescission or annulment described in this Section shall not (i) require any Senior Lender to return any amount received by it during the Continuance of such Borrower Event of Default and (ii) affect any subsequent the declaration of a Borrower Event of Default or Potential the exercise of any remedies exercisable upon the occurrence of such subsequent Borrower Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or any Senior Lender with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metrespect thereto.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, Section 6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared immediately due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% reason of the Revolving Lendersoccurrence of any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of Section 6.1, the holders of 55% or more in aggregate principal amount of the outstanding Notes of any series then outstanding may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof with respect to such series of the Notes, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes of such series or this Agreement; (b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series and under this Agreement (except any principal, interest or premium on the Notes of such series which has become due and payable solely by reason of such declaration under Section 6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been made good, cured or waived pursuant to Section 7.1; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including thereto or affect in any manner whatsoever any recission or annulment pertaining to any other series of the Notes or impair any right consequent thereto. Without limiting the foregoing, the provisions of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant Section 6.3 are subject to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even condition that if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on any outstanding Note of any series have been declared by the Loans, in each case which is holder thereof to be immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in paragraph (a), (b) shall be remedied or waived pursuant to (c) of Section 9.66.1, then Administrative Agent shall, upon the written request of Requisite Lenderssuch holder may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metconsequences thereof.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days afterafter any or all of the Notes of any Series shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Notes of such Series may, by notice in writing to the Company, rescind and annul such declaration and its consequences if: (i) an acceleration of the Revolving Loans pursuant to clause (ii) Company shall have paid all overdue interest on the Notes of such paragraph Company shall pay all arrears Series, the principal of interest and all payments on account Yield-Maintenance Amount, if any, Prepayment Compensation Amount, if any, and Breakage Cost Obligations, if any, payable with respect to any Notes of principal such Series which shall have become due otherwise than as a result by reason of such acceleration (with declaration, and interest on principal andsuch overdue interest and overdue principal, to the extent permitted by lawYield-Maintenance Amount, on overdue interest, Prepayment Compensation Amount and Breakage Cost Obligations at the rates rate specified in this Agreementthe Notes of such Series, (ii) and the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Potential Events of Default (Defaults, other than non-payment of the principal of and accrued interest on the Loans, in each case amounts which is have become due and payable solely by virtue reason of acceleration) such declaration, shall be remedied have been cured or waived pursuant to Section 9.6paragraph 11C, then Administrative Agent shall, upon and (iv) no judgment or decree shall have been entered for the written request payment of 100% any amounts due pursuant to the Notes of the Revolving Lenders, by written notice such Series or this Agreement. No such rescission or annulment shall extend to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metarising therefrom.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) aboveThe provisions of Section 13.2 are -------------------------- subject, if however, to the condition that if, at any time within 60 days after: after any Note shall have become due and payable pursuant to Section 13.2, (i) an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company Borrower shall pay all arrears of interest on the Notes and all payments on account of the principal of and, to the extent permitted by law, prepayment charge (if any) on the Notes which shall have become due otherwise than as a result of such by acceleration (with interest on all such overdue principal and prepayment charge, if any, and, to the extent permitted by law, on overdue payments of interest, at the rates specified applicable rate per annum provided for in the Notes or this Agreement in respect of overdue amounts of principal, prepayment charge and interest), and (ii) the Borrower shall pay to the Noteholders all amounts that are then due and owing pursuant to this Agreement, and (iii) and all Events of Default and Potential Events of Default (other than non-payment nonpayment of the principal of of, prepayment charge (if any) and accrued interest on the LoansNotes, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived by the Majority Holders, and (iv) no judgment or decree has been entered by any court for the payment of any amounts due and owing under the Notes or pursuant to Section 9.6this Agreement or the Subsidiary Guarantee, then Administrative Agent shallthen, upon and in every such case, the written request of 100% of the Revolving LendersMajority Holders, by written notice to Companythe Borrower, may rescind and annul any such acceleration and its consequencesconsequences with respect to the Notes; but no such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: (i) an after a declaration of acceleration of maturity with respect to Securities of any series has been made as provided in Section 702, or after the maturity of Securities of any series shall have been accelerated and the same shall have become due and payable as provided in Section 703, and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences, and may rescind and annul the acceleration of the Revolving Loans pursuant maturity of Securities of any series which have become due and payable as provided in Section 703 and its consequences; if (1) the Company has paid or deposited with the Trustee a sum sufficient to clause pay (iiA) all overdue interest on all Securities of such paragraph Company shall pay all arrears that series. (B) the principal of interest (and all payments on account premium, if any, on) any Securities of principal that series which shall have become due otherwise than as a result of by such acceleration of maturity and interest thereon at the rate or rates prescribed therefor in such Securities, (with interest on principal and, C) to the extent permitted by lawthat payment of such interest is lawful, on interest upon overdue interest, interest at the rate or rates specified prescribed therefor in this Agreementsuch Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default Acceleration and Potential Events of Default (with respect to Securities of that series, other than non-payment the nonpayment of the principal of and accrued interest on the Loans, in each case Securities of that series which is have become due and payable solely by virtue of acceleration) shall be remedied such declaration or acceleration or as provided in Section 703, have been cured or waived pursuant to as provided in Section 9.6, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice to Company, rescind and annul 715. No such acceleration and its consequences; but such action rescission shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. Notwithstanding anything contained in paragraph If (a) abovethe outstanding principal amount of the Mortgage Notes shall have become immediately due and payable, (b) no judgment or decree for any amounts so becoming due and payable shall have been entered, (c) all amounts of principal, premium, if at any time within 60 days after: (i) an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of any, and interest and all payments on account of principal which shall have become due and payable in respect of all of the Mortgage Notes otherwise than as a result of such pursuant to any acceleration (with shall have been paid in full, including interest on principal andall overdue principal, premium, if any, and (to the extent permitted by applicable law, on overdue interest, ) interest at the applicable rate or rates specified provided for in this Agreementthe Mortgage Notes, (d) the Mortgage Noteholders shall have been paid an amount sufficient to cover all costs and expenses of collection incurred by or on behalf of the Mortgage Noteholders (including, without limitation, reasonable counsel fees and expenses), (e) all Events other Obligations then due and owing shall have been paid in full, and (f) every other Event of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be have been remedied or waived pursuant to Section 9.6the satisfaction of the Mortgage Noteholders, then Administrative Agent shallthe Mortgage Noteholders may, upon with the written request consent of 100the holders of 66 2/3% of the Revolving Lendersaggregate outstanding principal amount of the Mortgage Notes, by written notice or notices to the Company, rescind and annul such any acceleration of the Mortgage Notes and its consequences; , but no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions , or shall require any Mortgage Noteholder to repay any interest, principal or premium actually paid as a result of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metacceleration.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, Section 6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared or have become immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in Sections 6.1 (a) shall be remedied or waived pursuant to Section 9.6through (e), inclusive, then Administrative Agent shall(i) for any such declaration by a holder as the result of an Event of Default described in Section 6.1(a), upon such holder or (ii) for any such declaration as the written request result of 100the Event of Default described in Sections 6.1 (b) through (e), the holders of at least 51% of the Revolving Lendersunpaid principal amount of all Notes then outstanding (other than any Notes held by the Company or any Subsidiary or Affiliate), may by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or this Agreement; (b) all arrears of interest upon all the Notes and all other sums payable under the Note and under this Agreement (except any principal, interest or premium on the Notes which has become due and payable solely by reason of such declaration under Section 6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been cured or waived pursuant to Section 7.1 and the Company shall have paid all of Purchaser's costs and expenses as provided for in Section 9.4; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metthereto.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Partnership and the REIT, rescind and annul such declaration and its consequences if (i) an acceleration the Partnership or the REIT shall have paid all overdue interest on the Notes, the principal of and the Revolving Loans pursuant Prepayment Premium, if any, payable with respect to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal any Notes which shall have become due otherwise than as a result by reason of such acceleration (with declaration, and interest on such overdue interest and overdue principal and, to and the extent permitted by law, on overdue interest, Prepayment Premium at the rates rate specified in this Agreementthe Notes, (ii) the Partnership or the REIT shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Defaults and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case amounts which is have become due and payable solely by virtue reason of acceleration) such declaration, shall be remedied have been cured or waived pursuant to Section 9.6paragraph 11C, then Administrative Agent shall, upon and (iv) no judgment or decree shall have been entered for the written request payment of 100% of any amounts due pursuant to the Revolving Lenders, by written notice Notes or this Agreement. No such rescission or annulment shall extend to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Default or Event of Default or Potential Event of Default Default, or impair any right consequent thereon (including the right arising therefrom. 7C. Notice of Administrative Agent to, upon the written request Acceleration or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a))Rescission. The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions Whenever any Note shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is declared immediately due and payable solely by virtue of acceleration) pursuant to paragraph 7A or any such declaration shall be remedied or waived rescinded and annulled pursuant to Section 9.6paragraph 7B, then Administrative Agent shall, upon the written request of Requisite Lenders, by Partnership shall forthwith give written notice thereof to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event the holder of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made each Note at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metoutstanding.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: after any or all of the Shelf Notes of any Series shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Shelf Notes of such Series may, by notice in writing to the Co-Issuers, rescind and annul such declaration and its consequences if (i) an acceleration of the Revolving Loans pursuant to clause (ii) Co-Issuers shall have paid all overdue interest on the Shelf Notes of such paragraph Company shall pay all arrears Series, the principal of interest and all payments on account Yield-Maintenance Amount or Breakage Cost Obligation, if any, or other prepayment compensation (as specified in any Confirmation of principal Acceptance relating to any Series of Floating Rate Shelf Notes), payable with respect to any Shelf Notes of such Series which shall have become due otherwise than as a result by reason of such acceleration (with declaration, and interest on such overdue interest and overdue principal andand Yield-Maintenance Amount or Breakage Cost Obligation, if any, or other prepayment compensation (as specified in any Confirmation of Acceptance relating to the extent permitted by law, on overdue interestany Series of Floating Rate Shelf Notes), at the rates rate specified in this Agreementthe Shelf Notes of such Series, (ii) and the Co-Issuers shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Potential Events of Default (Defaults, other than non-payment of the principal of and accrued interest on the Loans, in each case amounts which is have become due and payable solely by virtue reason of acceleration) such declaration, shall be remedied have been cured or waived pursuant to Section 9.6paragraph 13C, then Administrative Agent shall, upon and (iv) no judgment or decree shall have been entered for the written request payment of 100% any amounts due pursuant to the Shelf Notes of the Revolving Lenders, by written notice such Series or this Agreement. No such rescission or annulment shall extend to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metarising therefrom.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: (i) an after a declaration of acceleration of maturity with respect to Securities of any series has been made as provided in Section 7.2, or after the maturity of Securities of any series shall have been accelerated and the same shall have become due and payable as provided in Section 7.3, and before a judgment or decree for payment of the money due has been obtained by the Trustee for the Securities of such series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and such Trustee, may rescind and annul such declaration and its consequences, and may rescind and annul the acceleration of the Revolving Loans pursuant to clause (ii) maturity of Securities of such paragraph series which have become due and payable as provided in Section 7.3 and its consequences, if (1) the Company shall pay has paid or deposited with the Trustee for the Securities of such series a sum sufficient to pay (A) all arrears overdue interest on all Securities of interest that series, (B) the principal of (and all payments on account premium, if any, on) any Securities of principal such series which shall have become due otherwise than as a result of by such acceleration of maturity and interest thereon at the rate or rates prescribed therefor in such Securities, (with interest on principal and, C) to the extent permitted by lawthat payment of such interest is lawful, on interest upon overdue interest, interest at the rate or rates specified prescribed therefor in this Agreementsuch Securities, and (D) all sums paid or advanced by such Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel; and (2) all Events of Default Acceleration and Potential Events of Default (with respect to Securities of that series, other than non-payment the nonpayment of the principal of and accrued interest on the Loans, in each case Securities of such series which is have become due and payable solely by virtue such declaration of acceleration) shall be remedied acceleration or as provided in Section 7.3, have been cured or waived pursuant to as provided in Section 9.6, then Administrative Agent shall, upon the written request of 100% of the Revolving Lenders, by written notice to Company, rescind and annul 7.15. No such acceleration and its consequences; but such action rescission shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. Notwithstanding anything contained in paragraph If, at any time after such declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by any Lender: (a) above, if at any time within 60 days afterthe Company has paid to each Lender: (i) an acceleration of the Revolving Loans pursuant to clause All overdue interest on all such Lender's Notes, (ii) the principal of (and prepayment premium, if any, on) any such paragraph Company shall pay all arrears of interest and all payments on account of principal Notes which shall have become due otherwise than as a result by such declaration of acceleration and interest thereon at the rate applicable to such acceleration Notes, (with interest on principal and, iii) to the extent permitted by lawthat payment of such interest is lawful, on interest upon overdue interest, interest at the rates specified in this Agreementrate applicable to such Notes, and (iv) all sums paid or advanced by such Lender hereunder and all the reasonable expenses, disbursements and advances of such Lender, its agents and counsel; and (b) All Events of Default and Potential Events of Default (Default, other than the non-payment of the principal of and accrued interest on the Loans, in each case Notes which is have become due and payable solely by virtue such declaration of acceleration) , have been cured or waived as provided in SECTION 8.5; THEN such declaration of acceleration shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100rescinded if (x) Lenders holding not less than 67% of the Revolving Lendersoutstanding principal balance of the Notes, by written notice to the Company, elect to rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent declaration, or (y) (i) the sole Event of Default or Potential Event of Default or impair any right consequent thereon (including upon which the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any maturity of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) Notes is based is an acceleration of the Loans pursuant to clause maturity of Senior Debt and (iiiii) all such accelerations of maturity of Senior Debt shall have been rescinded by the holders of such paragraph Company shall pay all arrears Senior Debt so that no Senior Debt is then due at any accelerated date of interest maturity and all payments on account no Senior Debt outstanding at the time of principal which shall have become due otherwise than the declaration of acceleration of the maturity thereof has been paid prior to its date of stipulated maturity as a result in effect at the time of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) declaration. No such rescission shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at any time within 60 days after: (i) an acceleration The provisions of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, Section 6.3 are subject to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of condition that if the principal of and accrued interest on the Loans, in each case which is all or any outstanding Notes have been declared or have become immediately due and payable solely by virtue reason of accelerationthe occurrence of any Event of Default described in Sections 6.1 (a) shall be remedied or waived pursuant to Section 9.6through (e), inclusive, then Administrative Agent shall(i) for any such declaration by a holder as the result of an Event of Default described in Section 6.1(a), upon such holder or (ii) for any such declaration as the written request result of 100the Event of Default described in Sections 6.1 (b) through (e), the holders of at least 75% of the Revolving Lendersunpaid principal amount of all Notes then outstanding (other than any Notes held by the Company or any Subsidiary or Affiliate), may by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof, provided that at the time such declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or this Agreement; (b) all arrears of interest upon all the Notes and all other sums payable under the Note and under this Agreement (except any principal, interest or premium on the Notes which has become due and payable solely by reason of such declaration under Section 6.3) shall have been duly paid; but and (c) each and every other Default and Event of Default shall have been cured or waived pursuant to Section 7.1 and the Company shall have paid all of Purchaser's costs and expenses as provided for in Section 9.4; and provided further, that no such action rescission and annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metthereto.

Rescission of Acceleration. Notwithstanding anything contained The provisions of Section 6.3 are subject to the condition that if any outstanding Notes have been declared or have become immediately due and payable by reason of the occurrence of any Event of Default described in paragraph paragraphs (a) abovethrough (f), if at any time within 60 days after: (i) inclusive, of Section 6.1, or an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events Event of Default and Potential Events described in paragraphs (h) through (o), inclusive, of Default (other than non-payment Section 6.1, then the holders of Notes representing a majority of the principal amount of and accrued interest on the Loans, Notes outstanding excluding in each case which is due and payable solely any Notes held by virtue of acceleration) shall be remedied the Company or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of 100% any Subsidiary or Affiliate of the Revolving LendersCompany, may, by written notice to instrument filed with the Company, rescind and annul such acceleration declaration and its consequencesthe consequences thereof; but PROVIDED that at the time such action declaration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or this Agreement; (b) all arrears of interest upon all the Notes and all other sums payable under the Notes and under this Agreement (except any principal, interest or premium on the Notes which has become due and payable solely by reason of such declaration under Section 6.3) shall not have been duly paid; and (c) each and every other Default and Event of Default shall have been cured or waived pursuant to Section 7.1 and the Company shall have paid all of Purchaser's costs and expenses as provided for in Section 9.4; and PROVIDED further, that no such rescission and annulment shall extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metthereto.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: after any or all of the Term Notes of any Series or of the Revolving Notes (as the case may be) shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Term Notes of such Series or of the Revolving Notes (as the case may be) may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) an acceleration the Company shall have paid all overdue interest and non-usage fees, if any, on the Term Notes of such Series or of the Revolving Loans pursuant Notes (as the case may be), the principal of and Yield-Maintenance Amount, if any, payable with respect to clause (ii) any Term Notes of such paragraph Company shall pay all arrears Series or of interest and all payments on account of principal the Revolving Notes (as the case may be) which shall have become due otherwise than as a result by reason of such acceleration (with declaration, and interest on principal and, to the extent permitted by law, on such overdue interest, non-usage fee and overdue principal and Yield-Maintenance Amount at the rates rate specified in this Agreementthe Term Notes of such Series or of the Revolving Notes (as the case may be), (ii) and the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Potential Events of Default (Defaults, other than non-payment of the principal of and accrued interest on the Loans, in each case amounts which is have become due and payable solely by virtue reason of acceleration) such declaration, shall be remedied have been cured or waived pursuant to Section 9.6paragraph 11C, then Administrative (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Term Notes of such Series, the Revolving Notes or this Agreement, and (v) no action shall have been taken by the Collateral Agent shall, to foreclose upon the written request of 100% of Mortgaged Property (as defined in the Revolving Lenders, by written notice Mortgage) or to Company, rescind and annul exercise any other rights with respect to the Mortgaged Property pursuant to the Mortgage. No such acceleration and its consequences; but such action rescission or annulment shall not extend to or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including the right of Administrative Agent to, upon the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metarising therefrom.

Rescission of Acceleration. Notwithstanding anything contained in paragraph (a) above, if at At any time within 60 days after: after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 9A(c), the Required Holder(s) may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) an acceleration of the Revolving Loans pursuant to clause (ii) of such paragraph Company shall pay have paid all arrears overdue interest on the Notes, the principal of interest and all payments on account of principal Yield-Maintenance Amount, if any, payable with respect to any Notes which shall have become due otherwise than as a result by reason of such acceleration (with declaration, and interest on such overdue interest and overdue principal and, to the extent permitted by law, on overdue interest, and Yield-Maintenance Amount at the rates rate specified in this Agreementthe Notes, (ii) and the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Potential Events of Default (Defaults, other than non-payment of the principal of and accrued interest on the Loans, in each case amounts which is have become due and payable solely by virtue reason of acceleration) such declaration, shall be remedied have been cured or waived pursuant to Section 9.6paragraph 14C, then Administrative Agent shall, upon and (iv) no judgment or decree shall have been entered for the written request payment of 100% of any amounts due pursuant to the Revolving Lenders, by written notice Notes or this Agreement. No such rescission or annulment shall extend to Company, rescind and annul such acceleration and its consequences; but such action shall not or affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon (including arising therefrom. In the right event of Administrative Agent to, upon a declaration of acceleration of the written request or with the written consent of Requisite Lenders, accelerate the Loans pursuant to clause (a)(iii) of this ARTICLE VII upon the occurrence of Notes because an Event of Default pursuant to the proviso in Section 7.3(a)). The provisions of this paragraph are not intended, directly or indirectly, to benefit Company, has occurred and such provisions shall not at any time be construed so is continuing solely as to grant Company the right to require Revolving Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Revolving Lenders from exercising any a result of the rights default in the payment, or remedies available to them under the acceleration, of any of the Loan Documents, even if the conditions set forth Debt described in this paragraph are met; and (ii) an acceleration of the Loans pursuant to clause (iii) of such paragraph Company 9A, the declaration of acceleration of the Notes shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result be automatically annulled if the holders of such acceleration Debt have waived the payment default, or, as applicable, rescinded the declaration of acceleration, in respect of such Debt within thirty (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement30) and all Events of Default and Potential Events of Default (other than non-payment days of the principal occurrence of and accrued interest on the Loanssuch payment default or such acceleration, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.6, then Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are metapplicable.