Common use of Acceleration of Maturities Clause in Contracts

Acceleration of Maturities. (a) Upon the happening and continuance of any Event of Default specified in subsection (c) of Section 802 hereof, the Trustee shall, by a notice in writing to the Authority and the Borrower, declare the principal of all of the Bonds then outstanding (if' not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Default, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and before the completion of the enforcement of any other remedy under this Agreement, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&P, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declaration.

Acceleration of Maturities. (a) Upon the happening and continuance of any Event of Default specified in subsection (c) of Section 802 hereof12.01, the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of Notes then Outstanding shall, by a notice in writing to the Authority Corporation and the BorrowerCounty, declare the principal of with respect to all of the Bonds Notes then outstanding Outstanding (if' if not then due and payable), ) to be immediately due and payablepayable immediately, and upon such declaration the same shall become and be immediately due and payable after the date of such noticepayable, anything contained in the Bonds Notes or in this the Trust Agreement to the contrary notwithstanding; provided, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Defaulthowever, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (that if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of Bonds with respect to Notes shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and or before the completion of the enforcement of any other remedy under this Master Trust Agreement, and before the Letter Agreement or the Deed of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the BondsTrust, Eligible Moneys money shall have accumulated in the Bond Fund or the Debt Service Reserve Installment Payment Fund sufficient to pay the principal with respect to all matured Notes and all arrears of interest, if any, with respect to all Bonds Notes then outstanding Outstanding (except the principal of with respect to any Bonds Notes not then due and payable only because of a declaration under this Section 803 by their terms and the interest accrued on with respect to such Bonds Notes since the last Interest Note Payment Date to which interest shall have been paid or duly provided forDate), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensationcompensations, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority hereunder Corporation or the County under the Trust Agreement, the Agreement and the Deed of Trust shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, condition or agreement or provision contained in the Bonds Notes or in this the Trust Agreement, the Agreement or the Deed of Trust (other than a default in the payment of the principal of with respect to such Bonds Notes then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest Section) shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 remedied to the satisfaction of this Agreementthe Trustee, then and in every such case the Trustee may, and upon the written direction request of the Holders Owners of not less than a majority in aggregate principal amount of the Bonds Notes not then outstanding due and payable by their terms (Notes then due and payable only because of a declaration under this Section shall not be deemed to be due and payable by their terms) and then Outstanding shall, by a written notice in writing to the Authority, the Letter of Credit Issuer, the Borrower Corporation and S&PCounty, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default Event of Default or impair any right consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declaration.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (c) of Section 6.1 has happened and is continuing, any Holder may, by notice to the Company, declare the entire principal, premium, if any, and all interest accrued on the Note or Notes held by such Holder to be, and such Note or Notes shall thereupon become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (l), inclusive, of Section 6.1 has happened and is continuing, the Holders holding not less than 50% of the principal amount of the outstanding Notes may, by notice to the Company, declare the entire principal, premium, if any, and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (m), (n) or (o) of Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon the happening any Notes becoming due and continuance payable as a result of any Event of Default specified in subsection (c) of Section 802 hereofas aforesaid, the Trustee shall, by a notice in writing Company will forthwith pay to the Authority and the Borrower, declare the principal of all of the Bonds then outstanding (if' not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date Holders of such noticeNotes the entire principal and interest accrued on the Notes so accelerated and, anything contained in the Bonds or in this Agreement to the contrary notwithstanding, and immediately upon declaration case of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Default, other than the an Event of Default specified in subsection paragraphs (ca) through (l), inclusive of Section 802 hereof6.1, to the extent not prohibited by applicable law, the Trustee mayCompany will pay an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the Make-Whole Amount, determined as of the date on which such Notes shall so become due and upon payable. No course of dealing on the written request part of the Holders nor any delay or failure on the part of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only any Holder to exercise any right shall operate as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date waiver of such noticeright or otherwise prejudice such Holder's rights, anything contained in the Bonds or in this Agreement to the contrary notwithstandingpowers and remedies. -----(c) If at any time after the principal of Bonds shall have been so declared to be due and payableThe Company further agrees, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and before the completion of the enforcement of any other remedy under this Agreement, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee Holders all costs and expenses incurred by them in the observance or performance collection of any covenantNotes upon any default hereunder or thereon, condition, agreement or provision contained including reasonable compensation to such Holders' attorneys and financial advisors for all services rendered in the Bonds or in this Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&P, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declarationconnection therewith.

Acceleration of Maturities. (a) Upon the happening and continuance of any Event of Default specified in subsection Section 8.01 hereof (cother than an Event of Default specified in subsections (g) of Section 802 hereofand (h), which is addressed below), the Trustee shall, upon the written request of the Owners of not less than a majority in aggregate principal amount of Notes then Outstanding, by a notice in writing to the Authority and the BorrowerTrustee, declare the principal of all of the Bonds Notes then outstanding Outstanding (if' if not then due and payable), ) to be immediately due and payablepayable immediately, and upon such declaration the same shall become and be immediately due and payable after the date of such noticepayable, anything contained in the Bonds Notes or in this Agreement Trust Indenture to the contrary notwithstanding; provided, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Defaultfurther, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (that if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of Bonds the Notes shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and or before the completion of the enforcement of any other remedy under this AgreementTrust Indenture, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys moneys shall have accumulated in or shall have been paid into the Bond Fund or the Debt Service Reserve Notes Fund sufficient to pay the principal of all Bonds matured Notes and all arrears of interest, if any, upon all Notes then outstanding Outstanding (except the principal of any Bonds Notes not then due and payable only because of a declaration under this Section 803 by its terms and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided forDate), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensationcompensations, expenses, disbursements, advances and liabilities of the Trustee Trustee, including reasonable attorney’s fees and expenses, and all other amounts then payable by the Authority hereunder Issuer shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default Event of Default known to the Trustee in the observance or performance of any covenant, condition, condition or agreement or provision contained in the Bonds Notes or in this Agreement Trust Indenture (other than a default in the payment of the principal of such Bonds Notes then due only because of a declaration under this section) shall have been remedied, then and in every such case the Trustee shall, upon the written request of the Owners of not less than a majority in aggregate principal amount of Notes not then due and payable by their terms (Notes then due and payable only because of a declaration under this Section 803 section shall not be deemed to be due and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, payable by their terms) and then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shallOutstanding, by a written notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&P, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default Event of Default hereunder or impair any right consequent thereon. Notwithstanding the foregoing, in the Trustee shall not annul or waive such declaration case of acceleration unless an Event of Default arising under subsections (g) and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (bh) of this Section 8038.01, the Trustee all Outstanding Notes shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders due and S&P. Failure to mail any such payable immediately without further action or notice, or any defect in any notice so mailed, shall not affect the proceedings for such declaration.

Acceleration of Maturities. (a) Upon the happening and continuance of any Event of Default specified in subsection (c) of Section 802 hereof902, then and in every case the Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall, by a notice in writing to the Authority and the BorrowerCity, declare the principal of all of the Bonds then outstanding Outstanding (if' if not then due and payable), ) to be immediately due and payablepayable immediately, and upon such declaration the same shall become and be immediately due and payable after the date of such noticepayable, anything contained in the Bonds or in this Trust Agreement to the contrary notwithstanding; provided, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Defaulthowever, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (that if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and or before the completion of the enforcement of any other remedy under this AgreementTrust Agreement or the Deed of Trust, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all the Bonds then outstanding Outstanding (except the principal of any Bonds not then due and payable only because of a declaration under this Section 803 by their terms and the interest accrued on such Bonds since the last Interest Payment Date interest payment date) and sufficient to which interest shall have been paid or duly provided for)satisfy the Sinking Fund Requirement, interest on overdue installments of interest (to if any, for any Term Bonds then Outstanding, for the extent permitted by law) at the rate or rates then borne by the Bondscurrent Fiscal Year, and the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority City hereunder or under the Deed of Trust shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in Bonds, this Trust Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and Section) or the interest accrued on such Bonds since the last Interest Payment Date to which interest Deed of Trust shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 remedied to the satisfaction of this Agreementthe Trustee, then and in every such case the Trustee may, and upon the written direction request of the Holders Owners of not less than a majority 25% in aggregate principal amount of the Bonds not then outstanding due and payable by their terms and then Outstanding shall, by a written notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&PCity, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default Event of Default or impair any right consequent thereon. Notwithstanding Section 904 Remedies. Upon the foregoinghappening and continuance of any Event of Default specified in Section 902, then and in every such case the Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall, proceed (subject to the provisions of Section 1002) to protect and enforce its rights and the rights of the Owners of the Bonds under applicable laws and under this Trust Agreement or the Deed of Trust by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, chosen by the Trustee, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Trust Agreement or the Deed of Trust, the Trustee shall not annul be entitled to xxx for, enforce payment of and receive any and all amounts then or waive during any Event of Default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any of the provisions of this Trust Agreement, the Deed of Trust or of the Bonds unpaid, with interest on overdue payments of principal at the rate or rates of interest specified in such declaration Bonds, together with any and all costs and expenses of acceleration unless collection and until the Letter of Credit Issuer confirms in writing all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee that its Letter or of Credit has been reinstated the Owners of the Bond, and that to recover and enforce any judgment or decree against the City, but solely as provided herein and in such Letter Bonds, for any portion of Credit is such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in full force the funds and effectaccounts pledged to secure the Bonds under the provisions of this Trust Agreement and any Supplemental Trust Agreement and any other moneys available for such purpose) in any manner provided by law, the moneys adjudged or decreed to be payable. Promptly after any such declaration under subsection (a) or (b) The provisions of this Section 803904 are subject to the provisions of Section 801, and the Trustee shall cause a notice thereof is not authorized to be mailed, first class, postage prepaid pursue any action to all Bondholders and S&P. Failure collect any deficiency for the amounts owed to mail any such notice, the Owners of the Bonds or any defect in other party pursuant to the provisions of this Trust Agreement following the realization of the remedies available under the Deed of Trust and the application of the proceeds thereof, and any notice so mailedother amounts held hereunder, shall not affect to the proceedings payment thereof. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such declarationservices are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Acceleration of Maturities. (a) Upon the happening and continuance of any If an Event of Default specified shall occur, then, and in subsection (c) each and every such case during the continuance of Section 802 hereofsuch Event of Default, the Trustee may and, upon receipt of instructions from the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding or the Office, shall, by a upon notice in writing to the Authority Authority, the Office and the BorrowerCorporation, declare the principal of all of the Bonds then outstanding (if' not then due Outstanding, and payable)the interest accrued thereon, to be immediately due and payablepayable immediately, and upon any such declaration the same shall become and shall be immediately due and payable after the date of such noticepayable, anything contained in this Indenture or in the Bonds or in this Agreement contained to the contrary notwithstanding; provided, however, that no such declaration may be made unless (i) the Trustee is required to make such declaration pursuant to Section 7.03 hereof or (ii) the Office consents to such acceleration and agrees to pay an amount equal to the full principal amount of Bonds then Outstanding and interest thereon at the stated interest rates on the Bonds to the date of acceleration. Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority, the Office or the Corporation shall deposit with the Trustee a sum sufficient to pay all the principal or Redemption Price of and installments of interest on the Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds, and immediately upon declaration the reasonable fees, charges and expenses of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit Trustee, and any and all other defaults actually known to the Trustee (other than in the payment in full of the principal of and interest on the Bonds. -----(bBonds due and payable solely by reason of such declaration) Upon shall have been made good or cured to the happening satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and continuance of any Event of Default, other than the Event of Default specified in subsection (c) of Section 802 hereofevery such case, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and before the completion of the enforcement of any other remedy under this Agreement, and before the Letter of Credit Issuer has deposited with was made by the Trustee amounts sufficient to pay without instruction from the principal of and interest on the Bonds, Eligible Moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the BondsOwners, and the chargesTrustee shall, compensation, expenses, disbursements, advances and liabilities upon receipt of the Trustee and all other amounts then payable written notice by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, then and in every such case the Trustee may, and upon the written direction of the Holders Owners of not less than a majority in aggregate principal amount of the Bonds then outstanding shallOutstanding, by a which written notice in writing shall also be delivered to the Authority, the Letter Office and the Corporation, on behalf of Credit Issuer, the Borrower and S&POwners of all of the Bonds, rescind and annul such declaration and its consequences, consequences and waive such default; but no such rescission or and annulment shall extend to or shall affect any subsequent default default, or shall impair or exhaust any right or power consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive any Event of Default which is caused solely by a default under the Regulatory Agreement if the Office waives such declaration of acceleration unless and until the Letter of Credit Issuer confirms default in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declarationwriting.

Acceleration of Maturities. (a) Upon the happening and continuance of any Event of Default specified in subsection (c) Section 801 of Section 802 hereof, the Trustee shall, by a notice in writing to the Authority and the Borrower, declare the principal of all of the Bonds then outstanding (if' not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Default, other than the Event of Default specified in subsection (c) of Section 802 hereofTrust Agreement, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) a majority in aggregate principal amount of the Bonds then outstanding Outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit IssuerDistrict, declare the principal of all of the Bonds then outstanding Outstanding (if not then due and payable), ) to be immediately due and payablepayable immediately, and upon such declaration the same shall become and be immediately due and payable after the date of such noticepayable, anything contained in the Bonds or in this Trust Agreement to the contrary notwithstanding. -----(c) If ; provided, however, that if at any time after the principal of Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and or before the completion of the enforcement of any other remedy under this Trust Agreement, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys money shall have accumulated in or shall have been paid into the 2011 Trust Agreement Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then outstanding Outstanding (except the principal of any Bonds Bond not then due and payable only because of a declaration under this Section 803 by its terms and the interest accrued on such Bonds Bond since the last Interest Payment Date to which interest shall have been paid or duly provided forDate), interest on overdue installments of interest (to the extent permitted by law) at the rate or rates then borne by the Bonds, and the charges, compensationcompensations, expenses, disbursements, advances and liabilities of the Trustee and all other amounts then payable by the Authority District hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition, condition or agreement or provision contained in the Bonds or in this Trust Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest Section) shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 remedied to the satisfaction of this Agreementthe Trustee, then and in every such case the Trustee may, and upon the written direction request of the Holders of not less than a majority in aggregate principal amount of the Bonds not then due and payable by their terms (Bonds then outstanding due and payable only because of a declaration under this Section shall not be deemed to be due and payable by their terms) and then Outstanding shall, by a written notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&PDistrict, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default Event of Default or impair any right consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declaration.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (c) of Section 8.1 has happened and is continuing, any holder of any Debenture may, and when any Event of Default described in paragraphs (d) through (i), inclusive, of said Section 8.1 has happened and is continuing the holder or holders of 50% or more of the principal amount of Debentures at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Debentures to be, and all Debentures shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of Section 8.1 has occurred, then all outstanding Debentures shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon the happening Debentures becoming due and continuance payable as a result of any Event of Default specified in subsection (c) of Section 802 hereofas aforesaid, the Trustee shall, by a notice in writing Company will forthwith pay to the Authority and the Borrower, declare the principal of all holders of the Bonds then outstanding (if' not then due Debentures the entire principal and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding, and immediately upon declaration of such acceleration shall apply the amounts deposited by the Letter of Credit Issuer or otherwise resulting from the proceeds of a draw under the Letter of Credit to the payment in full of the principal of and interest on the Bonds. -----(b) Upon the happening and continuance of any Event of Default, other than the Event of Default specified in subsection (c) of Section 802 hereof, the Trustee may, and upon the written request of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding shall, with the written consent of the Letter of Credit Issuer, but only as long as any of the Events of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have occurred and be continuing, by a notice in writing to the Authority and the Letter of Credit Issuer, declare the principal of all of the Bonds then outstanding (if not then due and payable), to be immediately due and payable, and upon such declaration the same shall become and be immediately due and payable after the date of such notice, anything contained in the Bonds or in this Agreement to the contrary notwithstanding. -----(c) If at any time after the principal of Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, and before the completion of the enforcement of any other remedy under this Agreement, and before the Letter of Credit Issuer has deposited with the Trustee amounts sufficient to pay the principal of and interest on the Bonds, Eligible Moneys shall have accumulated in the Bond Fund or the Debt Service Reserve Fund sufficient to pay the principal of all Bonds then outstanding (except the principal of any Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on the Debentures. No course of dealing on the part of any Debentureholder nor any delay or failure on the part of any Debentureholder to exercise any right shall operate as a waiver of such Bonds since the last Interest Payment Date to which interest shall have been paid right or duly provided for)otherwise prejudice such holder's rights, interest on overdue installments of interest (powers and remedies. The Company further agrees, to the extent permitted by law) at , to pay to the rate holder or rates then borne by holders of the Bonds, Debentures all costs and the charges, compensation, expenses, disbursementsincluding reasonable attorneys' fees, advances and liabilities of the Trustee and all other amounts then payable incurred by the Authority hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee them in the observance or performance collection of any covenant, condition, agreement Debentures upon any default hereunder or provision contained in the Bonds or in this Agreement (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section 803 and the interest accrued on such Bonds since the last Interest Payment Date to which interest shall have been paid or duly provided for), shall have been cured or waived as provided in Section 814 of this Agreement, then and in every such case the Trustee may, and upon the written direction of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by a notice in writing to the Authority, the Letter of Credit Issuer, the Borrower and S&P, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, the Trustee shall not annul or waive such declaration of acceleration unless and until the Letter of Credit Issuer confirms in writing to the Trustee that its Letter of Credit has been reinstated and that such Letter of Credit is in full force and effect. Promptly after any such declaration under subsection (a) or (b) of this Section 803, the Trustee shall cause a notice thereof to be mailed, first class, postage prepaid to all Bondholders and S&P. Failure to mail any such notice, or any defect in any notice so mailed, shall not affect the proceedings for such declaration.