Common use of Acceleration of Maturity; Rescission and Annulment Clause in Contracts

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(7) or 5.1(7501(8) with respect to the CompanyParent Guarantor) occurs shall have occurred and is be continuing, then in every such case the Trustee Trustee, by written notice to the Issuer, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities mayNotes then Outstanding, subject by written notice to the provisions of Article XIIIIssuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the principal of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)payable, and upon any such declaration such the aggregate principal of and accrued and unpaid interest on all accrued interest thereon of the Outstanding Notes shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6501(7) or 5.1(7501(8) occurs with respect to the Company occursParent Guarantor, the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shall, subject to the provisions of Article XIII, ipso facto Outstanding Notes shall become immediately due and payable payable, without any declaration further action or other Act of notice to the Holders or any act on the part of the Trusteeextent permitted by law. At any time after such an acceleration declaration of acceleration has been made and occurs, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, based on acceleration the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such acceleration declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6601(7) or 5.1(7) with respect to the Company601(8)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities Notes may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the principal of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such the principal of, premium, if any, and accrued and unpaid interest, if any, on all accrued interest thereon of the Outstanding Notes shall become immediately due and payable. If an Event of Default specified in Section 5.1(6601(7) or 5.1(7601(8) with respect to the Company occurs, the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shallOutstanding Notes shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a 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 the Trustee as hereinafter in this Article V providedmade, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to a series of Notes occurs and is continuing (other than an Event of Default specified in Section 5.1(66.01(d) or 5.1(7) with respect to the Company) occurs and is continuing6.01(e)), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions outstanding Notes of Article XIII, that series may declare the principal amount of and accrued and unpaid interest, if any, on all the Securities Notes of that series to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all accrued interest thereon and unpaid interest, if any, shall become immediately due and payable. If In the case of an Event of Default specified in Section 5.1(66.01(d) or 5.1(7) with respect to the Company occurs6.01(e), the principal of, of and accrued interest onand unpaid interest, if any, on all the Securities shall, subject to the provisions of Article XIII, ipso facto outstanding Notes will become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of outstanding Notes. At any time after such a declaration of acceleration with respect to a series of Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securitiesoutstanding Notes of that series, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 5.1(65.01(d) or 5.1(7) with respect to the Company(e)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the principal of and accrued and unpaid interest on, all of the Outstanding Securities to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)) and, and upon any such declaration declaration, all such principal and all accrued interest thereon shall amounts will become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(65.01(d) or 5.1(7(e) with respect to the Company occursabove occurs and is continuing, then the principal of, and accrued interest on, amount of all of the Securities shall, subject to the provisions of Article XIII, ipso facto Outstanding shall automatically become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal amount of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to clause (f), clause (g) or clause (j) of the Companydefinition thereof) occurs should occur and is be continuing, then in every such case at the Trustee or the Holders of not less than 25% in principal amount written direction of the Outstanding Securities mayRequisite Global Majority (which shall have the right, but not the obligation, to direct the Indenture Trustee to accelerate the Notes and, subject to the provisions of Article XIIIthis Indenture, cause the foreclosure and sale of the Collateral included in the Collateral Pool), the Indenture Trustee shall declare all of the principal of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(64.01(f), (g) or 5.1(7(j) with respect to the Company occurs, the principal ofunpaid Outstanding Principal Balance of such Notes, and together with all accrued interest onthereon through the date of acceleration, all the Securities shall, subject to the provisions of Article XIII, ipso facto shall automatically become immediately due and payable in full without any declaration or other Act of the Holders or any act on the part of the TrusteeIndenture Trustee or any Noteholder. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedIV, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, Requisite Global Majority may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, (other than an Event of Default specified in Section 5.1(6Sections 5.01(v) or 5.1(7) with respect to the Company) occurs and is continuing(vi)), then and in every such case the Trustee or may, and shall at the Holders of not less than 25% in principal amount direction of the Outstanding Securities may, subject to the provisions of Article XIIISuper-Majority Noteholders, declare the principal of all the Securities Notes to be immediately due and payable immediately, by a notice in writing to the Company Issuer (who shall promptly forward the same to the Rating Agency) and the Owner Trustee (and to the Trustee if given by the HoldersNoteholders), and upon any such declaration such the unpaid principal amount of the Notes, together with accrued and all accrued unpaid interest thereon thereon, through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.1(6Sections 5.01(v) or 5.1(7(vi) with respect to the Company occurs, the unpaid principal ofamount of the Notes, together with accrued and unpaid interest thereon, through the date of acceleration, shall automatically, and accrued interest on, all the Securities shall, subject without any notice to the provisions of Article XIIIIssuer, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trusteepayable. At any time after such declaration or automatic occurrence of acceleration has been made of maturity and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSuper-Majority Noteholders, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6those covered by clause (3) or 5.1(7(4) of Section 5.01 with respect to the Company) occurs shall occur and is be continuing, then in every such case the Trustee Trustee, by notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities maythen Outstanding, subject by notice to the provisions of Article XIIITrustee and the Company, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities to be due and payable immediately, by a notice upon which declaration, all amounts payable in writing to respect of the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon Securities shall become immediately be due and payablepayable as of the date which is five Business Days after the giving of such notice. If an Event of Default specified in Section 5.1(6clause (3) or 5.1(7(4) of Section 5.01 with respect to the Company occursoccurs and is continuing, then the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all the Outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such After a declaration of acceleration has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(6clause (f) or 5.1(7(g) with respect to the Companyof Section 5.01) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, such series may declare the principal of all the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (f) or 5.1(7(g) with respect to the Company of Section 5.01 occurs, the all unpaid principal of, of and accrued interest on, all on the Outstanding Securities shall, subject to the provisions of Article XIII, that series shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of any Security of that series. At any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of such series, by written notice to the Company or the Guarantor, as the case may be, and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6601(7) or 5.1(7) with respect to the Company601(8)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities Notes may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the principal of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such the principal of, and premium, if any, and accrued and unpaid interest, if any, on, all accrued interest thereon of the Outstanding Notes shall become immediately due and payable. If an Event of Default specified in Section 5.1(6601(7) or 5.1(7601(8) with respect to the Company occurs, the principal of, and premium, if any, and accrued interest and unpaid interest, if any, on, all of the Securities shallOutstanding Notes shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a 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 the Trustee as hereinafter in this Article V providedmade, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company Partnership (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default specified in Section 5.1(6clause (e) or 5.1(7(f) with respect to the Company of Section 5.1 occurs, the principal of, and accrued interest on, all Securities of any series at the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately time Outstanding shall be due and payable immediately without any declaration further action or other Act of the Holders or any act on the part of the Trusteenotice. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V Five provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company Partnership and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to Securities of any Series at the Company) time outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities may, subject to the provisions of Article XIII, that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(66.1(f) or 5.1(7(g) with respect to the Company occursshall occur, the principal of, and accrued interest on, amount (or specified amount) of all the outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securitiesoutstanding Securities of that Series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6Sections 5.01(f) or 5.1(7) with respect to the Companyand 5.01(g)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, any series may declare the all unpaid principal of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such principal and all accrued interest thereon amounts shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6Sections 5.01(f) or 5.1(7and 5.01(g) with respect to the Company occursoccurs and is continuing, then the principal ofof (and premium, if any, on) and accrued and unpaid interest on, on all the Securities shall, subject to the provisions of Article XIII, ipso facto that series shall become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedV, the Holders of a majority in principal amount of the Outstanding Securities, Securities of that series by written notice to the Company and the Trustee, may, on behalf of all Holders, Trustee may rescind and or annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(5) or 5.1(7) with respect to the Company501 (6)) occurs and is continuing, then and in every such case the Trustee or shall, at the written request of the Holders of not less than 25% in principal amount of the Outstanding Securities maySecurities, subject by notice in writing to the provisions of Article XIIICompany, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest and any unpaid Additional Amounts thereon shall become immediately due and payable. If Regardless of whether any action is taken by Holders pursuant to the preceding sentence if an Event of Default specified in Section 5.1(6501(5) or 5.1(7(6) with respect to the Company occursoccurs and is continuing, the principal ofand any accrued interest, and accrued interest ontogether with any Additional Amounts thereon, on all of the Securities shall, subject to the provisions of Article XIII, then Outstanding shall ipso facto become immediately due and payable immediately without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedArticle, provided the Holders of a majority at least 25% in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(h) or 5.1(7) with respect to the Company(i)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount at maturity of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount at maturity of all the Securities to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders), and upon any such declaration such principal Accreted Value and all any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(h) or 5.1(7(i) with respect to the Company occurs, the principal of, Accreted Value of and any accrued interest on, all on the Securities shall, subject to the provisions of Article XIII, then Outstanding shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due based on acceleration has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount at maturity of the Outstanding Securities, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities at the time Outstanding (other than an Event of Default specified in Section 5.1(6clause (6) or 5.1(7(7) with respect to the Companyof Section 5.1) occurs and is continuing, then in every such case then, unless the principal of all the Securities shall have already become due and payable, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon or such lesser amount shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (6) or 5.1(7(7) with respect to the Company of Section 5.1 occurs, the all unpaid principal of, of and accrued interest on, all on the Outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of any Security. At any time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in principal amount of the Outstanding Out- standing Securities, by written notice to the Company Company, the Guarantor and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6clause (viii), (ix) or 5.1(7(x) of Section 5.01 hereof with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders holders of at least 25% in Accreted Value of the Outstanding Notes may, by written notice, and the Trustee upon the request of the holders of not less than 25% in principal amount Accreted Value of the Outstanding Securities may, subject to the provisions of Article XIIINotes shall, declare the principal Default Amount of all the Securities Outstanding Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amounts shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (viii), (ix) or 5.1(7(x) above with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, Default Amount of all the Securities shall, subject to the provisions of Article XIII, Outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee or any Holder. After a declaration of acceleration or any ipso facto acceleration as related to clause (viii), (ix) or (ix) of Section 5.01, the holders of a majority in Accreted Value of the Outstanding Notes may, by notice to the Trustee. At any time after , rescind such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:if all existing Events of Default, other than nonpayment of the principal of and accrued and unpaid interest on, the Notes that has become due solely as a result of such acceleration, have been cured or waived and if the rescission of acceleration would not conflict with any judgment or decree.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 5.1(66.1(d) or 5.1(7(e) with respect to the Companyabove) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities may, subject to the provisions of Article XIII, that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and all accrued interest thereon and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 5.1(66.1(d) or 5.1(7(e) with respect to the Company occursabove shall occur, the principal of, amount (or specified amount) of and accrued interest onand unpaid interest, if any, on all the outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At Trustee or any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:Holder.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default those specified in Section 5.1(65.1(i) or 5.1(7and Section 5.1(j) with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of Principal Amount plus accrued and unpaid interest, including Additional Interest Amounts or Additional Amounts, if any, on all the Outstanding Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all Principal Amount plus accrued interest thereon but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any, shall become immediately due and payable. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.1(65.1(i) or 5.1(7and Section 5.1(j) with respect to the Company occursCompany, the principal ofPrincipal Amount plus accrued but unpaid interest, and accrued interest onincluding Additional Interest Amounts or Additional Amounts, if any, on all the Outstanding Securities shall, subject to the provisions of Article XIII, will ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of any Holder or the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6Sections 5.01(d) or 5.1(7) with respect to the Companyand 5.01(e)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, any series may declare the all unpaid principal of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such principal and all accrued interest thereon amounts shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6Sections 5.01(d) or 5.1(7and 5.01(e) with respect to the Company occursoccurs and is continuing, then the principal ofof (and premium, if any, on) and accrued and unpaid interest on, on all the Securities shall, subject to the provisions of Article XIII, ipso facto that series shall become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedV, the Holders of a majority in principal amount of the Outstanding Securities, Securities of that series by written notice to the Company and the Trustee, may, on behalf of all Holders, Trustee may rescind and or annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default of the kind specified in clauses (5), (6) and (7) of Section 6.1 occurs, the unpaid principal amount of all of the Notes shall automatically become immediately due and payable without notice, presentment or demand of any kind. If an Event of Default (other than an Event of Default of the kind specified in clauses (5), (6) and (7) of Section 5.1(6) or 5.1(7) with respect to the Company6.1) occurs and is continuingcontinuing of which a Responsible Officer of the Trustee has actual knowledge, then and in every such case the Trustee or the Majority Holders of not less than 25% in principal amount of the Outstanding Securities may, subject pursuant to the provisions of Article XIII, an Act may declare the principal of all of the Securities Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders), Noteholders and upon any such declaration such principal and all accrued interest thereon (in accordance with this sentence or the preceding sentence)) that the Notes shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) payable together with respect to the Company occurs, the principal of, accrued and accrued unpaid interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trusteea Redemption Premium. At any time after such a declaration of acceleration has been made, but before any Sale of the Collateral has been made and before or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Majority Holders of by an Act and evidenced by a majority in principal amount of the Outstanding Securities, by written notice delivered to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences consequence if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (other than an Event a), (b), (c), (d), or (g) of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) 7.1 above occurs and is continuing, then then, and in each and every such case case, unless the principal of all of the Debentures shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debentures then Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyhereunder, by a notice in writing to the Company (and to the Trustee if given by the HoldersHolders of Debentures), may declare the entire principal of all Debentures and all interest accrued thereon (including any Additional Payments) and any other amounts payable hereunder to be due and payable immediately, and upon any such declaration such principal and all accrued interest thereon the same shall become immediately due and payable. If an Event of Default specified described in Section 5.1(6clause (e) or 5.1(7(f) with respect to the Company of Section 7.1 occurs, the entire principal of, of all Debentures and all interest accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto thereon (including any Additional Payments) and any other amounts payable hereunder shall become immediately due and payable payable, without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or the Holders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedhereinafter, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesDebentures, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6those covered by clause (3) or 5.1(7(4) of Section 5.01 with respect to the Company) occurs shall occur and is be continuing, then in every such case the Trustee Trustee, by written notice to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities maythen Outstanding, subject by written notice to the provisions Trustee and the Company, in each case specifying in such notice the respective Event of Article XIII, Default and that such notice is a “notice of acceleration,” may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (3) or 5.1(7(4) of Section 5.01 with respect to the Company occursoccurs and is continuing, then the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all the Outstanding Securities shall, subject to the provisions of Article XIII, ipso facto shall become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such After a declaration of acceleration has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7(7)) with respect to the Company) occurs shall occur and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount at maturity of the Notes Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal Accreted Value of, premium, if any, and accrued interest on all of all the Securities to be such Outstanding Notes immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if such notice is given by the Holders), and upon any such declaration all such principal and all accrued interest thereon amounts payable in respect of the Notes shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7(7) with respect to occurs and is continuing, then the Company occursAccreted Value of, the principal ofpremium, if any, and accrued interest on, on all of the Securities shall, subject to the provisions of Article XIII, outstanding Notes shall ipso facto become immediately due and payable without any declaration or ---- ----- other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Notes. At any time after such a declaration of acceleration has been made and hereunder, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in aggregate principal amount at maturity of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders Holder or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6)) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal amount of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6) with respect to Securities of any series at the Company time Outstanding occurs, the principal of, and accrued interest on, amount of all the Securities shallof that series shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority not less than 50% in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs shall have occurred and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any receipt by the Company of notice of such declaration such principal amount (or specified amount) together with premium, if any, and all accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration of the maturity of the Securities then Outstanding shall have been made, but before any sale of any of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securitiesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(7) or 5.1(7) with respect to the Company501(8)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Securities Outstanding Securities may, subject to the provisions of Article XIII, may declare the all unpaid principal of (and premium, if any, on) and any accrued interest on all the Securities to be due and payable immediately, by a notice in writing to the Company and, if the New Bank Credit Agreement is in effect, to the Agent (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount shall become immediately due and payablepayable (i) if the New Bank Credit Agreement is not in effect, immediately or (ii) if the New Bank Credit Agreement is in effect, upon the earlier of (x) five Business Days after receipt by the Agent of such notice and (y) acceleration of Indebtedness under the New Bank Credit Agreement. If an Event of Default specified in Section 5.1(6501(7) or 5.1(7501(8) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of at least a majority in aggregate principal amount of the Outstanding SecuritiesSecurities Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(6501(4) or 5.1(7) with respect to the Company(5)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the principal of all the Securities to be immediately due and payable immediatelypayable, by a notice in writing to the Company and, if applicable, the Guarantor (and to the Trustee if given by Holders) the Holdersunpaid principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of (and premium, if any) and accrued interest in respect of each Security then Outstanding in that series (the “Default Amount”), and upon . Upon any such declaration such principal and all accrued interest thereon declaration, the Default Amount shall become immediately due and payablepayable on all Outstanding Securities of that series. If Notwithstanding any other provision of this Section 502, if an Event of Default specified in Section 5.1(6501(4) or 5.1(7(5) with respect to the Company occursoccurs then, the principal of, and accrued interest on, all Default Amount on the Securities shall, subject to the provisions of Article XIII, then Outstanding shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At Trustee or any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:Holder.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(6clause (7) or 5.1(7) with respect to the Company(8) of Section 5.1) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, such series may declare the principal of all the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and principal, together with all accrued and unpaid interest thereon thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (7) or 5.1(7) with respect to the Company (8) of Section 5.1 occurs, the all unpaid principal of, of and accrued interest on, all on the Outstanding Securities shall, subject to the provisions of Article XIII, that series shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of any Security of that series. At any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of such series, by written notice to the Company or the Guarantor, as the case may be, and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (f) of Default specified in Section 5.1(6) or 5.1(7) 5.01 with respect to the CompanyCompany or either Guarantor, as the case may be) occurs shall occur and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyTrustee, by a written notice in writing to the Company (and to the Trustee if given by the Holders), or the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding, by notice to the Trustee and the Company, may declare the principal of all of the Outstanding Securities due and payable immediately, upon any such declaration such principal and which declaration, all accrued interest thereon amounts payable in respect of the Securities shall become immediately be due and payable. If an Event of Default specified in clause (f) of Section 5.1(6) or 5.1(7) 5.01 with respect to the Company occursor either Guarantor, as the case may be, occurs and is continuing, then the principal of, of and accrued interest onand unpaid interest, if any, on all the Outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such After a declaration of acceleration has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedTrustee, the Holders of a majority in aggregate principal amount of the then Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(g) or 5.1(7) with respect to the Company501(h)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Notes may declare the principal amount of all the Securities Outstanding Notes and any accrued and unpaid interest on all such Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued and unpaid interest on all accrued interest thereon such Notes shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(g) or 5.1(7501(h) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified in Section 5.1(65.1(5) or 5.1(75.1(6)) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon the same shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default specified in Section 5.1(65.1(5) or 5.1(75.1(6) with respect to Securities of any series at the Company time Outstanding occurs, the principal of, and accrued interest on, amount of all the Securities shallof that series (or, subject to if the provisions Securities of Article XIIIthat series are Discount Securities, ipso facto become immediately due such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and payable without any declaration or other Act of the Holders or any act action on the part of the Trustee. At Trustee or any time after such declaration of acceleration has been made Holder, become immediately due and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:payable.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(6clause (6) or 5.1(7(7) with respect to the Companyof Section 5.1) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, such series may declare the principal of all the Securities of such series, to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal and all principal, together with accrued interest thereon thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (6) or 5.1(7(7) with respect to the Company of Section 5.1 occurs, the all unpaid principal of, of and accrued interest on, all on the Outstanding Securities shall, subject to the provisions of Article XIII, that series shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of any Security of that series. At any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of such series, by written notice to the Company Company, the Guarantor and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6Sections 5.1(5) or 5.1(7) with respect to the Company5.1(6)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal and premium (if any) of all the Securities to be due and payable immediately, by a notice in writing to the Company Company, (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon premium (if any) or specified portion thereof shall become immediately due and payable. If an Event of Default specified in Section Sections 5.1(5) or 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and premium, if any, and accrued interest on, on all the Securities shall, subject to the provisions of Article XIIIXIII or the subordination provisions of any supplemental indenture, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 5.1(6subparagraph (7) or 5.1(7) with respect to the Company(8) of Section 501) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all plus any interest accrued interest thereon on the securities to the date of declaration shall become immediately due and payable. If an Event of Default specified in Section 5.1(6subparagraph (7) or 5.1(7) with respect to the Company occurs(8) of Section 501 occurs and is continuing, then the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 5.1(6) or 5.1(7) with respect to the Company501) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, Notes by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon the written request of such Holders shall, declare the principal of, premium, if any, and accrued interest on all of the Outstanding Notes to be due and payable immediately, and upon any such declaration all such principal and all accrued interest thereon amounts payable shall become immediately due and payable. If an Event of Default specified described in clause (8) or (9) of Section 5.1(6) or 5.1(7) with respect to the Company occurs501 occurs and is continuing, then the principal of, premium, if any, and accrued interest on, on all the Securities shall, subject to the provisions of Article XIII, Outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(h) or 5.1(7) with respect to the Company(i)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount at maturity of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount at maturity of all the Securities to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(h) or 5.1(7(i) with respect to the Company occurs, the principal of, amount of and any accrued interest on, all on the Securities shall, subject to the provisions of Article XIII, then Outstanding shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due based on acceleration has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount at maturity of the Outstanding Securities, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7) with respect to the Company501(7)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyNotes then Outstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall, by a notice in writing to the Company, declare all unpaid principal of and accrued and unpaid interest on all the Notes to be due and payable immediately, upon which declaration such principal and all accrued interest thereon amounts payable in respect of the Notes shall become be immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7) with respect to the Company occursoccurs and is continuing, the principal of, amounts described above shall become and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (Default, other than an Event of Default specified in Section 5.1(67.02(i) or 5.1(7Section 7.02(j) with respect to the Company) , occurs and is continuing, then in every such case either the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Notes may declare the principal of amount of, and all accrued unpaid Interest on, the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and with a copy to the Trustee if given by the HoldersTrustee), and upon any such declaration such principal and all accrued interest thereon Interest shall become immediately due and payable. If an Event of Default specified in Section 5.1(67.02(i) or 5.1(7Section 7.02(j) occurs with respect to the Company occursCompany, the principal amount of, and accrued interest and unpaid Interest, if any, on, all of the Securities shall, subject to the provisions of Article XIII, ipso facto Notes shall become immediately due and payable without any declaration or other Act act of the Holders or any act on the part of the Trustee. At any time after such declaration of an acceleration has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedbased on such acceleration, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration acceleration (other than with respect to an Event of Default under Sections 7.02(a) (including the Fundamental Change Purchase Price and its consequences the Redemption Price)) if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in clauses (f) and (g) of Section 5.1(6) or 5.1(7) with respect to the Company6.1 hereof) occurs and is continuing, then in every such case the Trustee or the Holders of not less than at least 25% in principal amount of the Outstanding then outstanding Securities may, subject to the provisions of Article XIII, such Series may declare the principal of all the Securities of such Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon . Upon any such declaration declaration, the Securities of such principal and all accrued interest thereon Series shall become immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in Section 5.1(6clauses (f) or 5.1(7(g) of Section 6.1 hereof occurs with respect to the Company occursCompany, the principal ofany of its Significant Subsidiaries or any group of its Subsidiaries that, and accrued interest ontaken together, all the Securities shallwould constitute a Significant Subsidiary, subject to the provisions of Article XIII, such an amount shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the The Holders of a majority in principal amount of the Outstanding Securities, then outstanding Securities of such Series by written notice to the Company and the Trustee, may, on behalf of all Holders, Trustee may rescind and annul such declaration an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to such Series (except

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6Sections 5.1(g) or 5.1(7and (h) with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding Securities may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Securities Notes to be due and payable immediatelypayable, by a notice in writing to the Company (and to the Trustee if given by the Holders), Holders of the Notes) and upon any such declaration declaration, such principal principal, premium, if any, and all accrued interest thereon shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6clause (g) or 5.1(7(h) of Section 5.1 occurs with respect to the Company occursand is continuing, the principal of, and accrued interest on, then all the Securities shall, subject to the provisions of Article XIII, Notes shall ipso facto become immediately and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Notes by appropriate judiciary proceedings. After such declaration of acceleration has been made and with respect to the Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to a series of Notes occurs and is continuing (other than an Event of Default specified in Section 5.1(66.01(d) or 5.1(7) with respect to the Company) occurs and is continuing6.01(e)), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions outstanding Notes of Article XIII, that series may declare the principal amount of and accrued and unpaid interest, if any, on all the Securities Notes of that series to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all accrued interest thereon and unpaid interest, if any, shall become immediately due and payable. If In the case of an Event of Default specified in Section 5.1(66.01(d) or 5.1(7) with respect to the Company occurs6.01(e), the principal of, of and accrued interest onand unpaid interest, if any, on all the Securities shall, subject to the provisions of Article XIII, ipso facto outstanding Notes will become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of outstanding Notes. At any time after such a declaration of acceleration with respect to a series of Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securitiesoutstanding Notes of that series, by written notice to the Company Issuers and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7) with respect to the Company501(7)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyNotes then Outstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall, by a notice in writing to the Company, declare all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, upon which declaration such principal and all accrued interest thereon amounts payable in respect of the Notes shall become be immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7) with respect to the Company occursoccurs and is continuing, the principal of, amounts described above shall become and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(f) or 5.1(7) with respect to the Company501(g)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount of all the Outstanding Securities and any accrued and unpaid interest on all such Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued and unpaid interest on all accrued interest thereon such Securities shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(f) or 5.1(7501(g) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made with respect to the Securities of any series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of such series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (vi), (vii), or (viii) of Section 5.1(6) or 5.1(7) 5.01 hereof with respect to the CompanyCompany or any Restricted Subsidiary) occurs and is continuing, then in every such case the Trustee or the Holders holders of at least 25% in principal amount of the then Outstanding Notes may, by written notice, and the Trustee upon the request of the holders of not less than 25% in principal amount of the then Outstanding Securities may, subject to the provisions of Article XIIINotes shall, declare the principal Default Amount of all the Securities Outstanding Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (vi), (vii), or (viii) or 5.1(7) above with respect to the Company occursor any Restricted Subsidiary occurs and is continuing, then the principal of, and accrued interest on, Default Amount of all the Securities shall, subject to the provisions of Article XIII, outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee or any holder. After a declaration of acceleration, the holders of a majority in aggregate principal amount of the then Outstanding Notes may, by notice to the Trustee. At any time after , rescind such declaration of acceleration if all existing Events of Default, other than nonpayment of the Default Amount of the Notes that has become due solely as a result of such acceleration, have been made cured or waived and before a if the rescission of acceleration would not conflict with any judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:decree.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(7) or 5.1(7) with respect to the Company5.1(8)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of of, and any accrued interest on, all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.1(7) or 5.1(75.1(8) with respect to the Company occurs, the principal of, and accrued interest on, on of all the Securities shall, subject to the provisions of Article XIIIipso facto, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(66.01(5) or 5.1(7Section 6.01(6)) with respect to Notes of any series at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions Notes of Article XIII, that series may declare the principal amount of all the Securities Notes of that series to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount shall become immediately due and payable. If an Event of Default specified in Section 5.1(66.01(5) or 5.1(7Section 6.01(6) with respect to Notes of any series at the Company time Outstanding occurs, the principal ofamount of all the Notes of that series shall automatically, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such declaration of acceleration with respect to Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V ARTICLE 6 provided, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes of that series, by written notice to the Company Issuers and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(9) or 5.1(7501(10) with respect to Level 3 Parent or the CompanyIssuer) occurs shall occur and is be continuing, then in every such case either the Trustee or the Holders of not less than 2530% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount of all the Securities to be due and payable immediately, by a notice in writing to the Company Issuer (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount shall become immediately due and payable; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an Event of Default specified in Section 5.1(6501(9) or 5.1(7501(10) occurs with respect to Level 3 Parent or the Company occursIssuer, the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedFive, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(6) or 5.1(7) with respect to the Company5.01(7)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest (including Additional Interest) thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(6) or 5.1(75.01(7) with respect to the Company occurs, the principal of, and accrued interest (including Additional Interest) on, all the Securities shallshall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in Section 6.01 (other than an Event of Default specified in Section 5.1(66.01(6) or 5.1(7(7)) with respect to Securities at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount amount, if any, of the Outstanding Securities may, subject to the provisions of Article XIIISecurities, declare the principal amount of all of the Securities and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), ) and upon any such declaration such principal and all accrued interest thereon amount (or specified portion thereof) shall become immediately due and payable. If Upon the occurrence of an Event of Default specified in Section 5.1(66.01(6) or 5.1(7) with respect to the Company occurs(7), the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, ipso facto and all interest thereon shall automatically and immediately become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trusteepayable. At any time after such a declaration of acceleration with respect to Securities has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default those specified in clauses (i) and (j) of Section 5.1(6) or 5.1(7) with respect to the Company5.01) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities maythen Outstanding, subject to the provisions of Article XIII, may declare the principal of Principal Amount plus accrued and unpaid interest on all the Securities then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal Principal Amount plus accrued and all accrued unpaid interest thereon shall become immediately due and payable. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.1(6clause (i) or 5.1(7(j) with respect to the Company occursof Section 5.01, the principal of, Principal Amount plus accrued and accrued unpaid interest on, on all the Securities shall, subject to the provisions of Article XIII, ipso facto then Outstanding will become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such declaration Upon demand of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, mayfollowing the occurrence of an Event of Default specified in Section 5.01(d), on behalf the Company shall pay to the Trustee, for the benefit of all the Holders, rescind and annul such declaration and its consequences if:the amounts specified in Section 5.02(b)(i).

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6)) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal amount of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6) with respect to Securities of any series at the Company time Outstanding occurs, the principal of, and accrued interest on, amount of all the Securities shallof that series shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company Issuer and the Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon or specified portion thereof shall become immediately due and payable. If an ; provided, however, that if such Event of Default specified in shall occur pursuant to Section 5.1(6601(6) or 5.1(7Section 601(7) with respect to the Company occurshereof, the principal of, such acceleration shall be automatic and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable shall occur without any declaration or other Act of the Holders or any act on the part of the Trusteenotice. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company Issuer, the Guarantor and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(64.1(j) or 5.1(7(k) with respect hereof) shall occur and be continuing, the Trustee, by written notice to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities maySecurities, subject by notice to the provisions of Article XIIITrustee and the Company, may declare the all unpaid principal of (premium, if any, on), and accrued and unpaid interest on all of the Securities to be due and payable immediately, by a notice upon which declaration all amounts payable in writing to respect of the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon Securities shall become be immediately due and payable. If an Event of Default specified in Section 5.1(64.1(j) or 5.1(7(k) with respect to the Company occursoccurs and is continuing, then the principal ofof (premium, if any, on), and accrued and unpaid interest on, on all of the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs shall have occurred and is be continuing, then in every such case the Trustee or the Holders of not less than 25% thirty-three percentum (33%) in principal amount of the Securities then Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 3.01) of all the Securities then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount), together with premium, if any, and all accrued interest thereon interest, if any, thereon, shall become immediately due and payable. If , all subject, however, in the case of an Event of Default specified described in clause (f) of Section 5.1(6) or 5.1(7) with respect 10.01, to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trusteeproviso contained in such clause (f). At any time after such a declaration of acceleration of the maturity of the Securities then Outstanding shall have been made, but before any sale of any of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securitiesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Outstanding Securities (other than an Event of Default specified in Section 5.1(64.1(e) or 5.1(7) with respect to the Company4.1(f)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities maySecurities, subject by written notice to the provisions of Article XIIICompany, may declare the principal of all the Securities to be due and payable immediately100% of the principal amount of all Outstanding Securities plus any accrued and unpaid interest (including Additional Amounts, by a notice in writing if any) to the Company (and to the Trustee if given by the Holders)date of payment. Upon a declaration of acceleration, and upon any such declaration such principal and all accrued and unpaid interest thereon (including Additional Amounts, if any) to the date of payment shall become be immediately due and payable. If an Event of Default specified in Section 5.1(64.1(e) or 5.1(74.1(f) with respect to the Company occurs, the all unpaid principal of, and accrued and unpaid interest on(including Additional Amounts, all if any) on the Outstanding Securities shall, subject to the provisions of Article XIII, ipso facto shall become and be immediately due and payable payable, without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by The Holders either (a) through notice to the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, or (b) by written notice to the Company and adoption of a resolution, at a meeting of Holders of the TrusteeOutstanding Securities at which a quorum is present, by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities represented at such meeting, may, on behalf of the Holders of all Holdersof the Securities, rescind and annul such declaration an acceleration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6Sections 501(4) or 5.1(7(5)) with respect to the Company) any series of Securities for which there are Securities Outstanding occurs and is continuing, then and in every such case the Trustee or the any Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, such series may declare the principal of all the Securities of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(4) or 5.1(7(5) with respect to the Company occurs, the principal of, of and any accrued interest on, all on the Securities shall, subject to the provisions then Outstanding of Article XIII, ipso facto all series shall become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of such series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(l), 5.01(2), 5.01(6) or 5.1(7) with respect to the Company5.01(7)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest (including Additional Interest) thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(6) or 5.1(75.01(7) with respect to the Company occurs, the principal of, and accrued interest (including Additional Interest) on, all the Securities shallshall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default a type specified in Section 5.1(6501(vi) or 5.1(7) with respect to the Company501(vii)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25at least 30% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Notes may declare the principal of principal, premium, if any, interest and any other monetary obligations on all the Securities then Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders); provided, and upon however, that, so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the Credit Facility or (ii) five Business Days after the giving of written notice to the Company and the Bank Agent of such acceleration. Upon the effectiveness of such declaration, such principal and all accrued interest thereon shall become immediately be due and payablepayable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.1(6501(vi) or 5.1(7501(vii) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(66.1(6) or 5.1(7(7) with respect relating to the Company) occurs and is continuing, then in every such case case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelythen outstanding Securities, by a notice in writing to the Company (and to the Trustee if given by the Holders) (an "Acceleration Notice"), and upon any such declaration such principal and may declare all princi- 51 pal, premium, if any, accrued interest thereon shall become immediately and Liquidated Damages, if any, of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), with respect thereto, to be due and payablepayable immediately. If an Event of Default specified in Section 5.1(66.1(6) or 5.1(7(7) with respect relating to the Company occurs, the principal ofall principal, and premium, if any, accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become and Liquidated Damages on or with respect thereto will be immediately due and payable on all outstanding Securities without any declaration or other Act of the Holders or any act on the part of Trustee or the TrusteeHolders. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedVI, the Holders of no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities, by written notice to the Company and the Trustee, maymay rescind, on behalf of all Holders, rescind and annul any such declaration and its consequences of acceleration if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section ------- 5.1(6) or 5.1(7) with respect to the Company)) occurs and is continuing, then in every such case the Trustee ------ ------ or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and -------------- ------ accrued interest on, all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become immediately due ---- ----- and payable without any declaration or other Act of the Holders Holder or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V Five provided, the Holders of a majority ------------ in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(5) or 5.1(7) with respect to the Company5.1(6)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIIIThirteen, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIIIThirteen, ipso facto become immediately due and payable without any declaration or other Act of the Holders Holder or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V Five provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to Securities of any Series at the Company) time outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities may, subject to the provisions of Article XIII, that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(66.1(e) or 5.1(7) with respect to the Company occursshall occur, the principal of, and accrued interest on, amount (or specified amount) of all the outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securitiesoutstanding Securities of that Series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6801(7) or 5.1(7801(8)) with respect to the Company) Debentures occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject Debentures may declare the portion of principal equal to the provisions Issue Price plus accrued Original Issue Discount to the date of Article XIII, declare the principal of all the Securities such declaration to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(6801(7) or 5.1(7801(8) with respect to the Company Debentures occurs, the portion of principal ofequal to the Issue Price plus accrued Original Issue Discount to the date of such Event of Default shall automatically, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesDebentures, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 5.1(6clause (4) or 5.1(7(5) with respect to the Companyof Section 401) occurs and is continuing, then in every such case either the Trustee or the Holders of not no less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Notes may declare the principal of all Outstanding Notes, and the Securities interest, if any, accrued thereon, to be immediately due and payable immediately, by a notice in writing to the Company Obligor (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified described in Section 5.1(6clause (4) or 5.1(7(5) with respect to the Company of Section 401 occurs, the principal of, amount and accrued interest oninterest, if any, on all the Securities shall, subject to Notes as of the provisions date of Article XIII, ipso facto such Event of Default will IPSO FACTO become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or the Holders of the Notes. At any time after such a declaration of acceleration has been made with respect to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Obligor and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration or waive past defaults and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6subparagraph (vii), (viii) or 5.1(7(xi) of Section 8.1) with respect to the Company) Securities of any series at any time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than at least 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal of and accrued interest on all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (vii), (viii) or 5.1(7(xi) with respect to the Company of Section 8.1 occurs, the principal of, amount and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable on all Outstanding Securities without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7)) with respect to the Company) occurs shall occur and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount of and accrued and unpaid interest on all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7) with respect to the Company occurs, the principal of, amount of and accrued interest on, on all the Securities shallshall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree based on acceleration for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(8) or 5.1(7) with respect to the Company501(9)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Notes Outstanding Securities may, subject to and the provisions Trustee at the request of Article XIIIsuch Holders shall, declare the principal of of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration of acceleration, such principal of, premium, if any, and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(8) or 5.1(7501(9) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, Notes shall ipso facto become and be immediately due and payable without any ---- ----- declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedmade, the Holders of a majority in principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of may waive all Holders, past defaults and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs shall have occurred and is be continuing, then in every such case the Trustee or the Holders of not less than 2535% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 3.01) of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any receipt by the Company of notice of such declaration such principal amount (or specified amount) together with premium, if any, and all accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration of the maturity of the Securities then Outstanding shall have been made, but before any sale of any of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securitiesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(i) or 5.1(7(j) with respect to the Companyhereof) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyNotes then Outstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall, by written notice to the Company, declare all unpaid principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable immediately, upon which declaration such principal and all accrued interest thereon amounts payable in respect of the Notes shall become be immediately due and payable. If an Event of Default specified in Section 5.1(65.1(i) or 5.1(7(j) with respect to the Company occurshereof occurs and is continuing, the principal of, amounts described above shall become and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Company, the Subsidiary Guarantors and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(7) or 5.1(75.1(8) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of of, and any accrued interest on, all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.1(7) or 5.1(75.1(8) with respect to the Company occurs, the principal of, and accrued interest on, on of all the Securities shall, subject to the provisions of Article XIIIipso facto, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(8) or 5.1(7(9) with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal Default Amount of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal the Default Amount and any accrued interest, together with all accrued interest thereon other amounts due under this Indenture, shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(8) or 5.1(7(9) occurs with respect to the Company occursCompany, then the principal Default Amount of, and any accrued interest on, all the Securities shallthen Outstanding, subject to the provisions of Article XIIItogether with all other amounts due under this Indenture, shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto shall become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuingcontinues, then in every such case the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the entire principal of and interest on all the Securities issued under this Indenture to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified occurs that is a result of an Event of Default described in Section 5.1(6clauses (5) or 5.1(7(6) with respect to the Company occursof Section 6.01, the principal of, amount and accrued interest on, all on the Securities shall(together with any additional amounts that would have been payable if the Securities were redeemed pursuant to Section 3.08(b) or (c), subject to the provisions as applicable, on such date of Article XIII, acceleration) issued under this Indenture shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration with respect to Securities has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V provided6, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(l), 5.01(2), 5.01(6) or 5.1(7) with respect to the Company5.01(7)) occurs and is continuing, then in every such case the Trustee or the 43 37 Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest (including Additional Interest) thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(6) or 5.1(75.01(7) with respect to the Company occurs, the principal of, and accrued interest (including Additional Interest) on, all the Securities shallshall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(4) or 5.1(7) with respect to the Company5.1(5)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Debentures may declare the principal amount of all the Securities Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), provided that, in the case of the Debentures issued to the Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal amount of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and all the accrued interest thereon (including any Additional Interest) on all the Debentures shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default specified in Section 5.1(65.1(4) or 5.1(75.1(5) with respect to the Company occurs, the principal of, and accrued interest on, amount of all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:Debentures shall automatically,

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.01(5) or 5.1(75.01(6) with respect to the Company occurs, the principal amount of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(64.01(6) or 5.1(7(7) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Series 3 1/2% Notes then Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of of, and accrued interest on, all the Securities Series 3 1/2% Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(64.01(6) or 5.1(7(7) occurs with respect to the Company occursCompany, the principal of, and accrued interest on, all the Securities shallSeries 3 1/2% Notes shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V IV provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSeries 3 1/2% Notes then Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(64.1(h) or 5.1(7(i) with respect hereof) shall occur and be continuing, the Trustee, by written notice to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities maythen Outstanding, subject by notice to the provisions Trustee and the Company, may declare all unpaid principal of, premium, if any, and accrued interest on all of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice upon which declaration all amounts payable in writing to respect of the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon Securities shall become be immediately due and payable. If an Event of Default specified in Section 5.1(64.1(h) or 5.1(7(i) with respect to the Company occursoccurs and is continuing, then the principal of, premium, if any, and accrued interest on, on all of the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs and is continuingexists, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Obligations Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal (or, in the case of Obligations of any series constituting Original Issue Discount Obligations, such portion of the principal amount of such Original Issue Discount Obligations as may be specified in the terms of such series) of all the Securities Obligations to be due and payable immediately, by a notice in writing to the Company (and to the Trustee Trustee, if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration has been made and made, but before a any judgment or decree for payment of the money due on any Obligations has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Obligations Outstanding Securities(unless such declaration has been made under Section 6.17 only with respect to a particular series of Outstanding Obligations, in which event only a majority in principal amount of the Obligations of such series) may, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company) occurs shall have occurred and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Securities then Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 3.1) of all the Securities then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount), together with premium, if any, and all accrued interest thereon interest, if any, thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration of the maturity of the Securities then Outstanding shall have been made, but before any sale of any of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders Event or Events of a majority in principal amount Default giving rise to such declaration of the Outstanding Securitiesacceleration shall, by written notice without further act, be deemed to the Company have been cured, and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(68.1(c), 8.1(d) or 5.1(78.1(e)) with respect to the Company) Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 2550% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyNotes may declare, by a notice in writing to the Company (and to or the Trustee and the Company if given made by the Holders), the Event of Default Redemption Amount in respect of all the Notes due and payable immediately, and upon any such declaration such principal and all accrued interest thereon Event of Default Redemption Amount shall become immediately due and payable. If an Event of Default specified in Section 5.1(68.1(c), 8.1(d) or 5.1(78.1(e) with respect to the Company Notes at the time Outstanding occurs, the principal ofEvent of Default Redemption Amount in respect of each Note shall automatically, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a 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 the Trustee as hereinafter in this Article V provided, the Holders of a majority 50% in principal amount of the Outstanding SecuritiesNotes may, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences consequence if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs and is continuing for 10 days from the date written notice is provided to the Company (other than an Event of Default specified in Section 5.1(66.1(a)(i), (ii), (iii), (viii) or 5.1(7) with respect to the Company) occurs and is continuing(ix)), then and in every such case the Trustee or the Majority Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of and all other amounts outstanding pursuant to the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)Company, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(66.1(a)(i), (ii) or 5.1(7(iii) with respect to the Company Notes at the time outstanding occurs and is continuing for 10 days from the date written notice is provided to the Company, then and in every such case the Holder of any Note (or of any note issued in replacement thereof) may declare the principal of such Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal shall become immediately due and payable. If an Event of Default specified in Section 6.1(a)(viii) or (ix) occurs, the principal of, and accrued interest on, all the Securities shallNotes shall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the Trusteeany Holder, become immediately due and payable. At any time after such a declaration by Majority Holders 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 the Trustee as hereinafter in this Article V providedobtained, the Holders of a majority in principal amount of the Outstanding SecuritiesMajority Holders, by written notice to the Company and the TrusteeCompany, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(5) or 5.1(7) with respect to the Company(6)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities maySecurities, subject with respect to the provisions Events of Article XIIIDefault specified in Section 501(1), (2) or (3), or the Holders of not less than 40% in aggregate principal amount of the Outstanding Securities, with respect to the Event of Default specified in Section 501(4), may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(5) or 5.1(7(6) with respect to the Company occurs, the principal of, of and any accrued interest on, all on the Securities shall, subject to the provisions of Article XIII, then Outstanding shall ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default those specified in clauses (i) and (j) of Section 5.1(6) or 5.1(7) with respect to the Company5.01) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities maythen Outstanding, subject to the provisions of Article XIII, may declare the principal of Principal Amount plus accrued and unpaid interest and Registration Default Payments, if any, on all the Securities then Outstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal Principal Amount plus accrued and all accrued unpaid interest thereon and Registration Default Payments, if any, shall become immediately due and payable. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.1(6clause (i) or 5.1(7(j) with respect to the Company occursof Section 5.01, the principal ofPrincipal Amount plus accrued and unpaid interest and Registration Default Payments, and accrued interest onif any, on all the Securities shall, subject to the provisions of Article XIII, ipso facto then Outstanding will immediately become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such declaration Upon demand of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, mayfollowing the occurrence of an Event of Default specified in Section 5.01(d), on behalf the Company shall pay to the Trustee, for the benefit of all the Holders, rescind and annul such declaration and its consequences if:the amounts specified in Section 5.02(b)(i).

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7) with respect to the Company(7)) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Securities Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities and all accrued and unpaid interest thereon to such date, if any, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amounts shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7(7) with respect to the Company occursoccurs and is continuing, then the principal of, and accrued interest on, of all the Securities shalland all accrued and unpaid interest thereon to such date, subject to the provisions of Article XIIIif any, ipso facto shall IPSO FACTO become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V providedArticle, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6) or Section 5.1(7) with respect to the Company)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal Accreted Value of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration declaration, such principal Accreted Value and all accrued interest thereon on the Outstanding Securities shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or Section 5.1(7)) with respect to the Company occurs, the principal of, Accreted Value of and accrued interest on, on all the Securities shall, subject to the provisions of Article XIII, shall ipso facto become immediately due and payable without any declaration or other Act of the Holders Holder or any act on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter hereinafter, in this Article V 5 provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:if-

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in subparagraph (8) or (9) of Section 5.1(6) or 5.1(7) with respect to the Company5.01) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all plus any interest accrued interest thereon on the Securities to the date of declaration shall become immediately due and payable. If an Event of Default specified in subparagraph (8) or (9) of Section 5.1(6) or 5.1(7) with respect to the Company occurs5.01 occurs and is continuing, then the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(65.1(7) or 5.1(7) with respect to the Company5.1(8)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of of, and accrued interest (including Special Interest, if any) on, all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.1(65.1(7) or 5.1(75.1(8) with respect to the Company occursoccurs and is continuing, the principal of, and accrued interest (including Special Interest, if any) on, all the Securities shall, subject to the provisions of Article XIII, ipso facto automatically become immediately due and payable without any declaration or other Act of the Holders or any act or declaration on the part of the Trustee. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, rescind and annul such declaration and its consequences if:: 52

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6clause (4) or 5.1(7(5) with respect to the Companyof Section 501) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, Notes may declare the principal (or, if any Notes are Original Issue Discount Notes the portion of the principal amount as may be specified in the terms thereof) of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company Operating Partnership and the Co-Obligors (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon or such lesser amount shall become immediately due and payable. If an Event of Default specified in Section 5.1(6clause (4) or 5.1(7(5) with respect to the Company of Section 501 occurs, the all unpaid principal of, of and accrued interest on, all Interest on the Securities shall, subject to the provisions of Article XIII, Notes shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Notes. At any time after such the declaration of acceleration with respect to the Notes has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority in principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Operating Partnership, the Co-Obligors and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(7) or 5.1(7501(8) with respect to the CompanyParent Guarantor) occurs shall have occurred and is be continuing, then in every such case the Trustee Trustee, by written notice to the Issuer, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities mayNotes then Outstanding, subject by written notice to the provisions of Article XIIIIssuer and the Trustee, may declare (an “acceleration declaration”) the principal of all of, premium, if any, and accured and unpaid interest on the Securities Notes, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)payable, and upon any such declaration such the aggregate principal of, premium, if any, and accrued and unpaid interest on all accrued interest thereon of the Outstanding Notes shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6501(7) or 5.1(7501(8) occurs with respect to the Company occursParent Guarantor, the principal of, premium, if any, and accrued interest onand unpaid interest, on all of the Securities shall, subject to the provisions of Article XIII, ipso facto Outstanding Notes shall become immediately due and payable payable, without any declaration further action or other Act of notice to the Holders or any act on the part of the Trusteeextent permitted by law. At any time after such an acceleration declaration of acceleration has been made and occurs, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, based on acceleration the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such acceleration declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(8) or 5.1(7501(9)) with respect to the Company) occurs shall occur and is be continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities maythen Outstanding, subject by written notice to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon the written request of such Holders, shall declare the principal of and accrued interest on all of the Outstanding Securities immediately due and payable, and upon any such declaration all such principal and all accrued interest thereon amounts payable in respect of the Securities shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(8) or 5.1(7501(9) with respect to the Company occursoccurs and is continuing, then the principal of, of and accrued interest on, on all of the Outstanding Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of either the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and hereunder, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company Issuers and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7)) with respect to the Company) Securities at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal amount of all the Securities to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(6501(6) or 5.1(7501(7) with respect to the Company Securities at the time Outstanding occurs, the principal of, and accrued interest on, amount of all the Securities shallshall automatically, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act action on the part of the TrusteeTrustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Guarantor and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 5.1(6subparagraph (7) or 5.1(7) with respect to the Company(8) of Section 501) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all plus any interest accrued interest thereon on the Securities to the date of declaration shall become immediately due and payable. If an Event of Default specified in Section 5.1(6subparagraph (7) or 5.1(7) with respect to the Company occurs(8) of Section 501 occurs and is continuing, then the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shall, subject to the provisions of Article XIII, shall ipso facto become and be immediately due and payable without any declaration or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder of Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.1(6601(7) or 5.1(7601(8) with respect to the CompanyParent Guarantor or the Issuer) occurs shall have occurred and is be continuing, then in every such case the Trustee Trustee, by written notice to the Issuer, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities mayNotes then Outstanding, subject by written notice to the provisions of Article XIIIIssuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the principal of all the Securities Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders)payable, and upon any such declaration such the aggregate principal of and accrued and unpaid interest on all accrued interest thereon of the Outstanding Notes shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 5.1(6601(7) or 5.1(7601(8) occurs with respect to the Company occursParent Guarantor or the Issuer, the principal of, premium, if any, and accrued interest onand unpaid interest, if any, on all of the Securities shall, subject to the provisions of Article XIII, ipso facto Outstanding Notes shall become immediately due and payable payable, without any declaration further action or other Act of notice to the Holders or any act on the part of the Trusteeextent permitted by law. At any time after such an acceleration declaration of acceleration has been made and occurs, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V providedbased on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes, by written notice to the Company Issuer and the Trustee, may, on behalf of all Holders, may rescind and annul such acceleration declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company501(7)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, declare the principal of all the Securities to be due and payable immediatelyNotes then Outstanding, by a written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon any such the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall, by a notice in writing to the Company, declare all unpaid principal of and accrued and unpaid interest on all the Notes to be due and payable immediately, upon which declaration such principal and all accrued interest thereon amounts payable in respect of the Notes shall become be immediately due and payable. If an Event of Default specified in Section 5.1(6501(7) or 5.1(7) with respect to the Company occursoccurs and is continuing, the principal of, amounts described above shall become and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become be immediately due and payable without any declaration declaration, notice or other Act of the Holders or any act on the part of the TrusteeTrustee or any Holder. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes Outstanding, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified described in clause 6 or 7 of Section 5.1(6) or 5.1(7501) with respect to Securities of any series at the Company) time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may, subject to the provisions of Article XIII, that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon amount (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(6) or 5.1(7) with respect to the Company occurs, the principal of, and accrued interest on, all the Securities shall, subject to the provisions of Article XIII, ipso facto become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in principal amount of the Outstanding SecuritiesSecurities of that series, by written notice to the Company and the Trustee, may, on behalf of all Holders, may rescind and annul such declaration and its consequences if: