Common use of Acceleration of Maturity Clause in Contracts

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission Unless otherwise described in the prospectus supplement relating to a particular offering, if an event of default has occurred and Annulment. If an Event of Default is continuing with respect to Securities debt securities of any a particular series at (except, in the time Outstanding occurs and is continuingcase of subordinated debt securities, then and in every such case defaults relating to bankruptcy events), the Indenture Trustee trustee or the Holders holders of not less than 25% in principal amount of all the Securities outstanding debt securities of that series will have the right to may declare the principal amount (or, if the Securities of outstanding debt securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. At at any time after such a declaration of acceleration of maturity with respect to Securities debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article providedtrustee, the Holders holders of a majority in principal amount of the Outstanding Securities outstanding debt securities of that series, series by written notice to the Company us and the Indenture Trusteetrustee, may rescind and annul such the declaration of acceleration and its consequences if: (1) the Company has : · we have paid or deposited with the Indenture Trustee trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) pay: o all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities outstanding debt securities of that series and any related coupons, (B) the , o all unpaid principal of (and premium, if any, on) on any Outstanding Securities of that series the debt securities which have has become due otherwise than by such the declaration of acceleration acceleration, and interest thereon on the unpaid principal at the rate or rates borne by or provided for prescribed in such Securities, (C) the debt securities, o to the extent that payment of such interest is lawful, interest upon on overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for prescribed in such Securitiesthe debt securities, and (D) and o all sums paid or advanced by the Indenture Trustee hereunder trustee and the reasonable compensation, expenses, disbursements and advances of the Indenture Trusteetrustee, its agents and counsel; and (2) and · all Events events of Default default with respect to Securities debt securities of that series, other than the nonpayment non-payment of amounts of principal, interest or any premium on the principal of (or premium, if any) or interest on Securities of that series debt securities which have become due solely by such the declaration of acceleration, have been cured or waived as provided in Section 5.13waived. No such rescission shall will affect any subsequent default or impair any right consequent thereon. Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities (other than by reason of any series at the time Outstanding an Event of Default specified in Section 401(vii) or 401(viii)) occurs and is continuing, then and in every such case the Indenture Trustee by written notice to the Company, or the Holders of not less than at least 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Indenture Trustee, may rescind may, and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with Trustee at the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities request of such series are payable (except as otherwise specified pursuant Holders shall, by written notice to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) Company, declare the principal of (and premium, if any, on) any and accrued and unpaid interest on all such then Outstanding Securities to be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of that series which have become due otherwise than by such declaration (i) two Business Days after delivery of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) written notice to the extent that payment Company and the Representative under such Bank Indebtedness and (ii) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such interest is lawfuldeclaration, interest upon overdue installments of interest such principal (and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) and interest will be due and payable immediately. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (vi) under Section 401 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (vi) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (x) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Securities of that series which have become became due solely by such declaration because of accelerationthe acceleration of the Securities, have been cured or waived as provided waived. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.13401(vii) or 401(viii) occurs and is continuing, then the principal amount of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. No such rescission This Section 402 shall affect any subsequent default or impair any right consequent thereonbe applicable with respect to the Securities in lieu of the first paragraph of Section 502 of the Original Indenture (which shall be of no force and effect for the Securities).

Acceleration of Maturity. Rescission and Annulment. If an Event any one or more of the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding occurs and is continuingOutstanding, then then, and in each and every such case case, during the Indenture continuance of any such Event of Default, the Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of that such series will have the right to declare the principal amount (orthen Outstanding, if the Securities of that series are Original Issue Discount Securities or Indexed Securitiesnot then due and payable, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the such Holders), and upon any such declaration such principal or specified portion thereof the same shall become and be 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 Indenture Trustee as hereinafter , anything in this Article provided, the Holders of a majority Indenture or in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (except as otherwise specified pursuant with interest, to Section 3.01 for the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series): (A) and all overdue installments of interest on amounts owing the Trustee and any Additional Amounts predecessor trustee hereunder under Section 6.7 and all other sums payable in respect of all Outstanding Securities of that series and any related coupons, under this Indenture (B) except the principal of (and premium, if any, on) any Outstanding the Securities of that such series which have become would not be due otherwise than by and payable were it not for such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (Cdeclaration) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums shall be paid or advanced by the Indenture Trustee hereunder Company, and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of every other Default with respect to Securities of that seriesunder this Indenture, other than the nonpayment non-payment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been cured made good to the reasonable satisfaction of the Trustee or waived as provided of the Holders of a majority in Section 5.13. No principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent default Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. Rescission and AnnulmentThis Section 5.2 shall replace Section 5.2 of the Base Indenture with respect to the Notes only. If In the case of an Event of Default specified in clause (2) of Section 5.1, the principal amount of all Notes and premium, if any, together with accrued and unpaid interest, if any, thereon, with respect to Securities thereto, shall automatically, and without any declaration or other action on the part of the Trustee or any series at Holder, become immediately due and payable. In the time Outstanding occurs and is continuingcase of an Event of Default specified in clause (1) of Section 5.1, then and in every such case the Indenture Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes may declare the principal amount of all the Securities of that series will have the right to declare the principal amount (orNotes and premium, if the Securities of that series are Original Issue Discount Securities or Indexed Securitiesany, such portion of the principal as may be specified in the terms thereof) together with accrued and unpaid interest, if any, thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal amount (or specified portion thereof amount) and premium, if any, together with accrued and unpaid interest, if any, thereon, with respect thereto, shall become immediately due and payable. At any time after such a declaration of an acceleration has occurred with respect to Securities of any series has been made the Notes and before a judgment or decree for payment of the money due based on such acceleration has been obtained by the Indenture Trustee as hereinafter provided below in this Article provided5, the Holders of not less than a majority in principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1i) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, Notes, (B) the principal of or premium (and premium, if any, on) on any Outstanding Securities of Notes that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for prescribed therefor in such Securities, Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for prescribed therefor in such Securitiesthe Notes, and and (D) all sums paid or advanced by the Indenture Trustee hereunder and hereunder, the reasonable compensation, expenses, disbursements and advances due to Trustee under Section 6.7 of the Indenture TrusteeBase Indenture, its agents and counsel; andall other amounts due under Section 6.7 of the Base Indenture; (2ii) all Events of Default with respect to Securities of that seriesthe Notes, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of the Notes that series which have become due solely by such declaration of acceleration, have been cured cured, waived or waived otherwise remedied as provided in Section 5.135.13 of the Base Indenture; and (iii) the rescission would not conflict with any final judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission If a Termination Event described in clauses (iii) or (iv) above were to occur and Annulmentbe continuing, the Certificate Principal Balance [or Accreted Principal Amount, as applicable,] and any accrued interest on the Certificates will be immediately due and payable without demand, presentment or notice by any Certificateholder. If an any other Termination Event described in any of Default with respect to Securities of any series at the time Outstanding occurs remaining clauses in Section 9(a) above shall have occurred and is be continuing, then and in every such case (i) the Indenture Trustee Trustee, by notice to the Depositor or (ii) the Holders of not less than 25% in principal amount [50%] of all the Securities Certificate Principal Balance of that series will have the right Certificates, by notice to the Depositor and to the Trustee, may declare the principal amount (or, if [Certificate Principal Balance] [and/or] [Accreted Principal Amount] due on the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Certificates to be immediately due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration declaration, such principal or specified portion thereof amounts together with all accrued and unpaid interest due thereon (if any) shall become immediately due and payable. Upon the declaration of a Termination Event hereunder, the Trustee will deliver a Notice of Termination Event to the Certificateholders which specifies the nature of the Termination Event which has occurred and the percentage of Certificateholders voting to declare a Termination Event hereunder, if applicable. Upon the declaration of a Termination Event, the Trustee (acting on the behalf of and at the direction of [the holders of more than [50%] of the Certificate Principal Balance of the Certificates]) will direct the remedies to be exercised on behalf of the Certificateholders. If the Certificates are accelerated and the Certificateholders direct the Trustee to sell the Deposited Assets, the Class A-[ ] Certificateholders shall be entitled to receive the outstanding Class A-[ ] Certificate Principal Balance of such Certificates together with accrued and unpaid interest thereon and the Class A-[ ] Certificateholders shall be entitled to receive [Accreted Principal Amount] [Certificate Principal Balance] of such Certificates [together with accrued and unpaid interest thereon], to the extent of Available Funds, which amounts shall be applied [in accordance with Section 5 hereof][ as follows: [ ]]. At any time after such a declaration an acceleration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment as provided above, such declaration may be rescinded in accordance with the terms of Section [ ] of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonStandard Terms.

Acceleration of Maturity. Rescission If any Event of Default (other than an Event of Default specified in clauses (7)(i) through (7)(v) and Annulment(8) of Section 6.1 of the Indenture relating to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare the unpaid principal of and any interest on all the Notes to be due and payable immediately; provided, however, that if any Obligation with respect to Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a declaration of acceleration of the Notes, the principal, premium, if any, and interest on the Notes will not be payable until the earlier of: (1) the day which is five Business Days after written notice of acceleration is received by the Company and the Credit Agent or (2) the date of acceleration of the Indebtedness under the Credit Agreement. If an Event of Default specified in clauses (7)(i) through (7)(v) and (8) of Section 6.1 of the Indenture with respect to Securities of the Company or any series at the time Outstanding occurs and Restricted Subsidiary that is continuinga Significant Subsidiary occurs, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (orof, and premium, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders)any, and upon any such declaration such principal or specified portion thereof shall accrued and unpaid interest on all outstanding Notes will become immediately due and payablepayable without further action or notice. At any time after such In the event of a declaration of acceleration with respect to Securities of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any series has been made and before a judgment or decree for payment Indebtedness described in clause (5) of Section 6.1 of the money due has been obtained by the Indenture Trustee as hereinafter in this Article providedIndenture, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in such clause have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days from the date of such declaration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances annulment of the Indenture Trustee, its agents and counsel; acceleration of the Notes would not conflict with any judgment or decree of a competent jurisdiction and (2) all existing Events of Default with respect to Securities Default, except non-payment of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of the Notes that series which have become became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived waived. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the Make Whole Price or premium, as provided in Section 5.13. No such rescission applicable, that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, the applicable Make Whole Price, or an equivalent premium, as the case may be, shall affect any subsequent default or impair any right consequent thereonbecome and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration of Maturity. Rescission and Annulment. If an any Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than at least 25% in principal amount of the then-outstanding Notes may declare all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Notes and all other Obligations thereunder to be due and payable immediately, immediately by a notice in writing to the Company (and to the Indenture Trustee if given by Trustee. Upon a declaration of acceleration, the Holders), Notes and upon any such declaration such principal or specified portion thereof all other Obligations thereunder shall become immediately due and payable. At any time after such a declaration Notwithstanding the foregoing, in the case of acceleration an Event of Default specified in clause (9) or (10) of Section 6.01 hereof occurring with respect to Securities of any series has been made the Company, all outstanding Notes and before a judgment all other Obligations thereunder shall become immediately due and payable without further action or decree for payment notice. Holders of the money due has been obtained by Notes may not enforce this Indenture or the Indenture Trustee Notes except as hereinafter provided in this Article providedIndenture. Subject to certain limitations, the Holders of a majority in principal amount of the Outstanding Securities then-outstanding Notes may direct the Trustee in its exercise of that series, by written any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Company and the Indenture Trusteepayment of principal, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, onor interest) if it determines that withholding notice is in their interest. If any Outstanding Securities Event of that series which have become due otherwise than Default occurs by such declaration reason of acceleration and interest thereon at the rate any willful action (or rates borne inaction) taken (or not taken) by or provided for in such Securities, (C) on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.08 hereof, an equivalent premium shall also become and be immediately due and payable to the extent that payment of such interest is lawful, interest permitted by law upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances acceleration of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonNotes.

Acceleration of Maturity. Rescission and Annulment. (a) If an Event of Default (other than specified in Section 5.01(g) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders holders of not less than at least 25% in principal amount of all the Securities of that series will have the right to Outstanding Notes may declare the principal amount (or, if of and accrued but unpaid interest on all the Securities of that series are Original Issue Discount Securities or Indexed SecuritiesNotes to be due and payable. Upon such a declaration, such portion of the principal as may be specified in the terms thereof) to and interest shall be due and payable immediately, by a notice in writing . (b) If an Event of Default pursuant to Section 5.01(g) relating to the Company (occurs and to is continuing, the Indenture Trustee if given by principal of and interest on the Holders), Notes will ipso facto become and upon any such declaration such principal or specified portion thereof shall become be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holders. 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 Indenture Trustee Notes as hereinafter set forth in this Article providedSection 5.02(a), the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Notes under this Indenture Trustee, may rescind and annul cancel such declaration of acceleration and its consequences ifconsequences: (1i) if the Company rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of principal or interest that has paid or deposited with become due solely because of the Indenture Trustee a sum sufficient acceleration; (iii) to pay in the currency, currency unit or composite currency in which extent the Securities payment of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all interest is lawful, interest on overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premiumoverdue principal, if any, on) any Outstanding Securities of that series which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawfulacceleration, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, has been paid; and (Div) all sums if the Company has paid or advanced by the Indenture Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities of any series at occurs, the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (orNotes and premium, if any, together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion part of the principal as may be specified in the terms thereof) to be due and payable immediatelyTrustee or any Holder, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. A default in the payment of principal of or interest on the Notes or in the Company’s non-performance of any other obligation under the Notes of the Indenture will not constitute an Event of Default under the Indenture and will not give rise to any right of acceleration. At any time after such a declaration of an acceleration with respect to Securities of any series the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article providedVI of the Base Indenture, the Holders of a majority in principal amount of the Outstanding Securities of that seriesNotes then Outstanding, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: if (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, Notes, (B) the principal of or premium (and premium, if any, on) on any Outstanding Securities of that series Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, thereon, and (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and under the reasonable Indenture, together with any compensation, expenses, disbursements and advances of due to the Indenture Trustee, its agents and counselTrustee under the Indenture; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, Notes have been cured or waived as provided in Section 5.136.06 of the Base Indenture; and (3) the rescission would not conflict with any final judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission Waiver of Past Defaults and Annulment. Rescission. a) If an Event of Default with respect to Securities of any series at (other than those specified in Section 9.01(i) and 9.01(j) involving the time Outstanding Company, and as otherwise provided in Section 9.03) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount aggregate Principal Amount of the outstanding Notes may declare 100% of the Principal Amount plus accrued and unpaid interest on all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof Principal Amount plus accrued and unpaid interest shall become immediately due and payable. At Notwithstanding the foregoing, in the case of an Event of Default specified in Section 9.01(i) or Section 9.01(j) with respect to the Company, 100% of the Principal Amount plus accrued and unpaid interest on all outstanding Notes will automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder. b) The Holders of a majority in aggregate Principal Amount of the outstanding Notes, by written notice to the Company and the Trustee, may (x) waive any past Default and its consequences and (y) 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 Indenture Trustee as hereinafter in this Article 9 provided, rescind any such acceleration with respect to the Holders Notes and its consequences, except, in each case, with respect to a Default described in Section 9.01(a), Section 9.01(b) or Section 9.01(c), or in respect of a majority in principal amount covenant or provision hereof which under Article 14 cannot be modified or amended without the consent of the Outstanding Securities Holder of that serieseach outstanding Note affected, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid such rescission will not conflict with any judgment or deposited with the Indenture Trustee decree of a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities court of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counselcompetent jurisdiction; and (2) all existing Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13and all amounts owing to the Trustee have been paid. Upon any such waiver, the Default which has been waived shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured, for every other purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. ------------------------ If an Event of Default with respect to Securities (other than an Event of any series at the time Outstanding Default specified in clause (g) of Section 5.1) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to Outstanding Notes may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion all of the principal as may be specified in the terms thereof) Notes to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof amount shall become immediately due and payable. If any Event of Default specified in clause (g) of Section 5.1 occurs, the principal amount of all of the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesNotes, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponsNotes, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates borne by or provided for prescribed therefor in such SecuritiesNotes, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for prescribed therefor in such SecuritiesNotes, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensationreasonable, expenses, disbursements and advances of the Indenture Trustee, its 's agents and counsel; and (2) all Events of Default with respect to Securities of that seriesNotes, other than the nonpayment non- payment of the principal of (or premium, if any) or interest on Securities of that series Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission Upon the happening and Annulment. If an Event of Default with respect to Securities continuance of any series at the time Outstanding occurs and is continuingevent of default specified in Section 11.01 (a), (b), (f), (g) or (h) hereof, then and in every such case the Indenture Trustee or may, and, upon the written request of the Holders of not less than 25% a majority in principal amount of all the Securities of that series will have the right to declare the principal amount (orOutstanding Bonds, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediatelyshall, by a notice in writing to the Company (Corporation, declare the principal of and interest on all of the Outstanding Bonds to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately be due and payable. At the expiration of thirty (30) days after such notice is given, such principal and interest shall become and be immediately due and payable, anything herein or in any Supplemental Indenture or in the Bonds to the contrary notwithstanding. At any time after such a declaration the principal of acceleration with respect the Bonds shall have been so declared to Securities of any series has been made be due and payable, and before a the entry of final judgment or decree for payment in any suit, action or proceeding instituted on account of such default, or before the completion of the money due has been obtained by enforcement of any other remedy hereunder, the Indenture Trustee as hereinafter in this Article providedshall, with the written consent of the Holders of not less than a majority in principal amount of the Bonds not then due by their terms and then Outstanding Securities of that series, and by written notice to the Company and the Indenture TrusteeCorporation, may rescind and annul such declaration of acceleration and its consequences if: : (1i) moneys shall have accumulated in the Company has Debt Service Fund sufficient to pay all arrears of interest, if any, upon all of the Outstanding Bonds (except the interest accrued on such Bonds since the last interest payment date); (ii) moneys shall have accumulated and be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of the Trustee and any Paying Agent; (iii) all other amounts then payable by the Corporation hereunder and under each Supplemental Indenture (other than principal amounts payable only because of a declaration and acceleration under this Section 11.02) shall have been paid or deposited with the Indenture Trustee a sum sufficient to pay the same shall have been deposited with the Trustee; and (iv) every other default known to the Trustee in the currencyobservance or performance of any covenant, currency unit condition or composite currency agreement contained herein or in which any Supplemental Indenture or in the Securities of such series are payable Bonds (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than a default in the nonpayment payment of the principal of (or premium, if anysuch Bonds then due only because of a declaration under this Section 11.02) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 5.13remedied to the satisfaction of the Trustee. No such rescission annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. -------------------------------------------------- If any Event of Default (other than an Event of Default with respect to Securities of any series at the time Outstanding specified in Section 5.1(h) or (i) hereof) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee upon the request of that series will have the right to declare the Holders of not less than 25% in aggregate principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediatelyOutstanding Securities shall, by a notice in writing to the Company (and to the Indenture Trustee Company, declare all unpaid principal of, premium, if given by the Holders)any, and accrued and unpaid interest on all the Securities to be due and payable immediately, upon any such which declaration such principal or specified portion thereof all amounts payable in respect of the Securities shall become be immediately due and payable. If an Event of Default specified in Section 5.1(h) or (i) hereof occurs and is continuing, the amounts described above shall become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesOutstanding, by written notice to the Company Company, the Subsidiary Guarantors, if any, and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1a) the Company or any Subsidiary Guarantor has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay, (A1) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponsSecurities, (B2) the all unpaid principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration acceleration, including any Securities required to have been purchased on a Change of Control Purchase Date or a Net Proceeds Payment Date pursuant to a Change of Control Offer or a Net Proceeds Offer, as applicable, and interest thereon on such unpaid principal at the rate or rates borne by or provided for in such the Securities, (C3) to the extent that payment of such interest is lawful, interest upon on overdue installments of interest and any Additional Amounts overdue principal at the rate or rates borne by the Securities (without duplication of any amount paid or provided for in such Securitiesdeposited pursuant to clauses (1) and (2) above), and (D4) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction as certified to the Trustee by the Company; and (2c) all Events of Default with respect to Securities of that seriesDefault, other than the nonpayment non-payment of the amounts of principal of (or premium, if any, on) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.135.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, if an Event of Default specified in Section 5.1(e) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration), and written notice of such repayment, or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after any such acceleration in respect of the Securities, and so long as such rescission of any such acceleration of the Securities does not conflict with any judgment or decree as certified to the Trustee by the Company.

Acceleration of Maturity. Rescission and Annulment. Annulment -------------------------------------------------- (a) If an Event of Default with respect to Securities any Series of any series at the time Outstanding occurs Notes should occur and is be continuing, then and in every such case case, unless the principal amount of the Notes shall have already become due and payable, either the Indenture Trustee or the Holders of Notes representing not less than 25% in a majority of the principal amount of all the Securities then outstanding Controlling Class for that Series of that series will have the right to Notes may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) those Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by the Holders)Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such principal or specified portion thereof Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Such declaration will constitute an Early Amortization Event for that Series and may be rescinded as set forth in Section 5.2(b). (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article providedV, the Holders of Notes representing a majority in of the principal amount of the Outstanding Securities Notes of that seriesthe Controlling Class, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid consequences; provided, however, that no such rescission and annulment shall extend to or deposited with affect any subsequent Event of Default or impair any right consequent thereto; and provided, further, that if the Indenture Trustee a sum sufficient shall have proceeded to pay in the currency, currency unit enforce any right under this Indenture and such proceedings shall have been discontinued or composite currency in which the Securities abandoned because of such series are payable (except as otherwise specified pursuant to Section 3.01 rescission and annulment or for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premiumother reason, if any, on) any Outstanding Securities of that series which or shall have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) been determined adversely to the extent that payment of Indenture Trustee, then and in every such interest is lawfulcase, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder Trustee, the Issuer and the reasonable compensationNoteholders, expensesas the case may be, disbursements shall be restored to their respective former positions and advances rights hereunder, and all rights, remedies and powers of the Indenture Trustee, its agents the Issuer and counsel; and (2) all Events of Default with respect to Securities of that seriesthe Noteholders, other than as the nonpayment of the principal of (or premiumcase may be, if any) or interest on Securities of that series which have become due solely by shall continue as though no such declaration of acceleration, have proceedings had been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereoncommenced.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 4.01(5) or Section 4.01(6) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 2551% in principal amount of the Outstanding Securities may declare the principal of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. At If an Event of Default specified in Section 4.01(5) or Section 4.01(6) with respect to the Company occurs, the principal of all of the Securities shall become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. This Section 4.02, however, is subject to the conditions that if, at any time after such a declaration the principal of acceleration with respect to the Securities of any series has shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the Indenture Trustee or entered as hereinafter in this Article provided, the Company shall pay or shall deposit with the Trustee (from the Escrow Account or otherwise) a sum sufficient to pay, the principal of any and all Securities that shall have become due and the amounts due to the Trustee pursuant to Section 5.05, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all Events of Defaults under this Indenture with respect to such Securities, other than the nonpayment of principal of such Securities that shall have become due solely by such acceleration or failure to deliver amounts due upon conversion, shall have been cured or waived pursuant to Section 4.13, then and in every such case the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and to the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid waive all Defaults or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to the Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of acceleration, Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or waived as provided in Section 5.13. No such rescission and annulment shall extend to or shall affect any subsequent default Default or Event of Default, or shall impair any right consequent thereon. The Company shall notify the Trustee in writing, promptly upon becoming aware thereof, of any Event of Default by delivering to the Trustee a statement specifying such Event of Default and any action the Company has taken, is taking or proposes to take with respect thereto. No rescission or annulment referred to above shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default described in clause (a), (b) or (c) of Section 5.01 shall have occurred and be continuing with respect to the Securities of any series at the time Outstanding occurs and is continuingseries, then then, and in each and every such case case, unless the Indenture principal of all of the Securities of such series shall have already become due and payable, the Trustee or may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of all the Securities of that such series will have then Outstanding, by notice in writing to the right to Corporation, declare the entire principal amount (or, if any of the Securities of that series are Original Issue Discount Securities or Indexed Securities, such the specified portion of the principal as may be specified in the terms thereofprincipal) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) all the Securities of such series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand and upon any such demand the same shall forthwith become immediately due and payable to the Trustee. If an Event of Default described in clause (d) or (i) of Section 5.01 shall have occurred and be continuing with respect to the Securities of one or more series, then, and in each and every such case, unless the principal of all of the Securities of such affected series shall have already become due and payable, the Trustee may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of the Securities of all such affected series then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series which are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities of all such affected series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. If an Event of Default described in clause (e), (f), (g), (g.1) or (h) of Section 5.01 shall have occurred and be continuing, then, and in each and every such case, unless the principal of all Securities shall have already become due otherwise and payable, the Trustee may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such declaration Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. The Corporation shall, upon demand of acceleration the Trustee, forthwith pay to the Trustee, for the benefit of the Holders of the Securities of each such series, the whole amount then due and payable on such Securities, including all Coupons appertaining thereto, for the principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any) and interest thereon at accrued to the rate or rates borne by or provided for date of such payment on all such Securities of such series and all other money owing under the provisions of the Indenture in respect of such Securities, (C) , together with interest from the date of such demand to the date of such payment upon overdue principal and premium and, to the extent that payment of such interest is lawfulshall be enforceable under applicable law, interest upon on overdue installments instalments of interest and any Additional Amounts on such other money at the same rate as the rate of interest (or rates borne by or provided for Yield to Maturity, in the case of Original Issue Discount Securities) specified in the Securities of such Securitiesseries; and, and (D) all sums paid or advanced by in addition thereto, such further amount as shall be sufficient to cover the Indenture Trustee hereunder costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events Counsel, except as a result of Default with respect to Securities of that seriesnegligence or bad faith. Until such demand shall be made by the Trustee, other than the nonpayment of Corporation shall pay the principal of (or and premium, if any) or and interest on the Securities of that such series which to the Holders in accordance with the terms hereof and thereof, whether or not payment of any amount in respect of such Securities of such series shall be overdue. If an Event of Default shall have become due solely by occurred and be continuing the Trustee shall, within 30 days after it becomes aware of the occurrence of such declaration Event of accelerationDefault, have been cured or waived as give notice of such Event of Default to the Holders of the Securities of all series then Outstanding affected thereby in the manner provided in Section 5.131.07, provided that, notwithstanding the foregoing, except in the case of Events of Default described in clauses (a) and (b) of Section 5.01, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of the Holders of the Securities of all series then Outstanding affected thereby and shall have so advised the Corporation in writing. No Where a notice of the occurrence of an Event of Default has been given to the Holders of such rescission Securities pursuant to the preceding sentence and the Event of Default is thereafter cured, the Trustee shall affect any subsequent default or impair any right consequent thereongive notice that the Event of Default is no longer continuing to the Holders of such Securities within 30 days after it becomes aware that the Event of Default has been cured.

Acceleration of Maturity. Rescission (a) Upon the occurrence and Annulment. If continuance of an Event of Default, (i) if such event is an Event of Default with respect to Securities specified in clause (g), (h), (i) or (j) of any series Section 7.1, all of the Notes at the time Outstanding occurs outstanding shall automatically become immediately due and payable at par together with interest accrued thereon and all accrued and unpaid Loan Yield Maintenance Amounts, to the extent paid as a result of the prepayment of a Loan or Loans or the acceleration of a Defaulted Loan or Defaulted Loans, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Issuer, and (ii) if such event is continuingany other Event of Default, the Indenture Trustee may, and, upon the written request of the Holders of a Majority-in-Interest of the Notes (by notice in writing to the Issuer and the Indenture Trustee), the Indenture Trustee shall, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with all accrued and unpaid interest thereon and all accrued and unpaid Loan Yield Maintenance Amounts, to the extent paid as a result of the prepayment of a Loan or Loans or the acceleration of a Defaulted Loan or Defaulted Loans, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer. (b) At any time after an acceleration pursuant to Section 7.2(a), but before any judgment or decree for the payment of moneys due shall have been obtained or entered, unless the same has been discharged, and before the Notes have matured by their terms, or as otherwise provided herein, if all overdue payments of principal, Loan Yield Maintenance Amount, if any, and interest upon such Notes, together with the reasonable and proper charges, expenses and liabilities of the Indenture Trustee, the Holders of such Notes and their respective agents and attorneys and all other sums then payable by the Issuer under this Indenture (except the principal of, Loan Yield Maintenance Amount, if any, and interest accrued since the next preceding Payment Date on such Notes or due and payable solely by virtue of such declaration) shall either be paid by or for the account of the Issuer or provisions satisfactory to the Holders of a Majority-in-Interest of the Notes shall be made for such payment, and all Events of Default under such Notes and under this Indenture (other than the payment of principal and interest due and payable solely by reason of such declaration) have been cured to the satisfaction of the Holders of a Majority-in-Interest of the Notes or provision deemed by the Holders of a Majority-in-Interest of the Notes to be adequate has been made therefor, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article providedcase, the Holders of a majority in principal amount Majority-in-Interest of the Outstanding Securities of that series, Notes by written notice to the Company Issuer and to the Indenture Trustee, may shall have the right, but shall not be obligated, to rescind such declaration and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events Event of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13its entirety. No such rescission and annulment shall extend to or affect any subsequent default Event of Default or impair or exhaust any right or power consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If (a) Except as set forth in the following sentence, if an Event of Default with respect to Securities of any series at the time Outstanding occurs should occur and is be continuing, then and in every such case the Indenture Trustee may, or if directed by the Holders of Noteholders representing not less than 25% in principal amount a majority of the Note Balance of the Controlling Class, shall declare all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by the HoldersNoteholders), and upon any such declaration such principal or specified portion thereof the unpaid Note Balance of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. (b) At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided for in this Article providedV, the Holders of Noteholders representing a majority in principal amount of the Outstanding Securities Note Balance of that seriesthe Controlling Class, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1i) the Company Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments payments of principal of and interest on all Notes and any Additional Amounts payable in respect all other amounts that would then be due hereunder or upon such Notes if the Event of all Outstanding Securities of that series Default giving rise to such acceleration had not occurred and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel; and (2ii) all Events of Default with respect to Securities of that seriesDefault, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of the Notes that series which have has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereon.thereto. If the Notes have been declared due and payable or have automatically become due and payable following an Event of Default, the Indenture Trustee may institute Proceedings to collect amounts due or foreclose on the Collateral or exercise remedies as a secured party. Any sale of the Collateral by the Indenture Trustee will be subject to the terms and conditions of Section 5.4. 27 Indenture (ACMAT 2024-2)

Acceleration of Maturity. Rescission and AnnulmentRESCISSION AND ANNULMENT. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and ---------------------------------------- Annulment. If an Event of Default with respect to the Securities of any series ---------- of any Issuer at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series of such Issuer may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series of such Issuer shall, declare the principal amount of all the Securities of that series will have the right to declare the principal amount of such Issuer (or, if the Securities of that such series are Original Issue Discount Securities or Indexed Discounted Securities, such portion of the principal amount as may be specified in the terms thereof) of that series), together with any accrued interest, to be due and payable immediately, by a notice in writing to such Issuer and the Company Guarantor (and to the Indenture Trustee if given by the Holders)) and, and upon any such declaration such principal amount (or specified portion thereof amount) shall become immediately due and payable. If an Event of Default specified in Section 5.01(e) or (f) occurs and is continuing, then the principal of all the Securities of that series of the applicable Issuer, together with any accrued interest, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that such series, by written notice to the Company applicable Issuer, the Guarantor and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1i) such Issuer or the Company Guarantor has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay: (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponssuch series, (B) the principal of (and premium, if any, on) any Outstanding Securities of that such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for prescribed therefor in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements disbursement and advances of the Indenture Trustee, its agents and counsel; and (2ii) all Events of Default with respect to Securities of that such series, other than the nonpayment non-payment of the principal of (or premium, if any) or interest on Securities of that such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. -------------------------------------------------- If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holder or Holders of not less than 25% in principal amount of all the Outstanding Securities of that series will have the right to may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms 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 Indenture Trustee if given by the Holders), and upon any such declaration such principal amount (or specified portion thereof amount) shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponsseries, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates borne by or provided for prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for prescribed therefor in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment non-payment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission If an Event of Default (other than an Event of Default specified in Section 4.1(6) and Annulment(7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Outstanding Notes may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and, if given by the Holders, the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default with respect to Securities of any series at the time Outstanding specified in Section 4.1(6) and (7) occurs and is continuing, then all unpaid principal of and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of accrued and unpaid interest on all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may Outstanding Notes shall become and be specified in the terms thereof) to be immediately due and payable immediately, by a notice in writing to without any declaration or other act on the Company (and to part of the Indenture Trustee if given by the Holders), and upon or any such declaration such principal or specified portion thereof shall become immediately due and payableHolder. 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 Notes as described in the Indenture Trustee as hereinafter in this Article providedpreceding paragraph, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, Notes may rescind and annul cancel such declaration of acceleration and its consequences ifconsequences: (1) if the Company rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has paid or deposited with become due solely because of the Indenture Trustee a sum sufficient acceleration; (3) to pay in the currency, currency unit or composite currency in which extent the Securities payment of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all interest is lawful, interest on overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premiumoverdue principal, if any, on) any Outstanding Securities of that series which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,acceleration, has been paid; (C4) to if the extent that payment of such interest is lawful, interest upon overdue installments of interest Company has paid the Trustee its reasonable compensation and any Additional Amounts at reimbursed the rate or rates borne by or provided Trustee for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the its reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counseladvances; and (25) all in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee has received an Officer’s Certificate and an Opinion of Counsel that such Event of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have has been cured or waived as provided in Section 5.13waived. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(8) or (9) with respect to Securities of any series at the time Outstanding Issuer) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Notes then outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Indenture Trustee Trustee, if given by Holders) specifying the Holders), respective Event of Default and upon any such declaration such principal or specified portion thereof principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. At any time after such a declaration If an Event of acceleration Default specified in Section 6.01(a)(8) or (9) occurs with respect to Securities the Issuer, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. If any Event of Default occurs by reason of any series has been made and before a judgment willful action or decree for inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the money premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due has been obtained and payable, to the extent permitted by the Indenture Trustee as hereinafter law, anything in this Article providedIndenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by written notice to the Company and Trustee may, on behalf of Holders of all of the Indenture TrusteeNotes, may rescind and annul such a declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the waive any existing Default or Event of Default and its consequences under this Indenture Trustee as to such Notes except a sum sufficient to pay continuing Default or Event of Default in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments payment of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and or premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate , or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premiumof, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonthe Notes.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities (other than by reason of any series at the time Outstanding an Event of Default specified in Section 401(vi) or 401(vii)) occurs and is continuing, then and in every such case the Indenture Trustee by written notice to the Company, or the Holders of not less than at least 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities, by written notice to the Company and the Indenture Trustee, may rescind may, and annul the Trustee at the request of such Holders by written notice to the Company shall, declare the principal and accrued and unpaid interest on all such then Outstanding Securities to be due and payable immediately. In the event of a declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which of the Securities because an Event of such series are payable Default described in clause (except as otherwise specified pursuant to v) under Section 3.01 for 401 has occurred and is continuing, the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (v) shall be remedied or cured by the Company or Subsidiary or waived by the holders of the relevant indebtedness within 20 days after the declaration of acceleration with respect thereto and interest thereon at if (x) the rate annulment of the acceleration of the Securities would not conflict with any judgment or rates borne by or provided for in such Securities, decree of a court of competent jurisdiction and (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (Dy) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all existing Events of Default with respect to Securities of that seriesDefault, other than the except nonpayment of the principal of (or premium, if any) or interest on the Securities of that series which have become became due solely by such declaration because of accelerationthe acceleration of the Securities, have been cured or waived as provided waived. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 5.13401(vi) or 401(vii) occurs and is continuing, then the principal amount of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. No such rescission This Section 402 shall affect any subsequent default or impair any right consequent thereonbe applicable with respect to the Securities in lieu of the first paragraph of Section 502 of the Original Indenture (which shall be of no force and effect for the Securities).

Acceleration of Maturity. Rescission and Annulment. (a) If an Event of Default (other than specified in Section 5.01(g) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders holders of not less than 25at least 25.0% in principal amount of all the Securities of that series will have the right to Outstanding Notes may declare the principal amount (or, if of and accrued but unpaid interest on all the Securities of that series are Original Issue Discount Securities or Indexed SecuritiesNotes to be due and payable. Upon such a declaration, such portion of the principal as may be specified in the terms thereof) to and interest shall be due and payable immediately, by a notice in writing . (b) If an Event of Default pursuant to Section 5.01(g) relating to the Company (occurs and to is continuing, the Indenture Trustee if given by principal of and interest on the Holders), Notes will ipso facto become and upon any such declaration such principal or specified portion thereof shall become be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holders. 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 Indenture Trustee Notes as hereinafter set forth in this Article providedSection 5.02(a), the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Notes under this Indenture Trustee, may rescind and annul cancel such declaration of acceleration and its consequences ifconsequences: (1i) if the Company rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of principal or interest that has paid or deposited with become due solely because of the Indenture Trustee a sum sufficient acceleration; (iii) to pay in the currency, currency unit or composite currency in which extent the Securities payment of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all interest is lawful, interest on overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premiumoverdue principal, if any, on) any Outstanding Securities of that series which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawfulacceleration, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, has been paid; and (Div) all sums if the Company has paid or advanced by the Indenture Trustee hereunder its reasonable compensation and reimbursed the reasonable compensation, Trustee for its expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereonthereto.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities (other than an Event of any series at the time Outstanding Default specified in Section 6.01(a)(8) and (9)) under Section 6.01 occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Notes then outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Indenture Trustee Trustee, if given by Holders) specifying the Holders), respective Event of Default and upon any such declaration such principal or specified portion thereof principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. At If an Event of Default specified in Section 6.01(a)(8) or (9) occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any time after such a declaration or other act on the part of acceleration with respect to Securities the Trustee or any Holder. If any Event of Default occurs by reason of any series has been made and before a judgment willful action or decree for inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the money premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due has been obtained and payable, to the extent permitted by the Indenture Trustee as hereinafter law, anything in this Article providedIndenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesthen outstanding Notes, by written notice to the Company and the Indenture TrusteeTrustee may, may on behalf of Holders of all Notes, rescind and annul such a declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the waive any existing Default or Event of Default and its consequences under this Indenture Trustee except a sum sufficient to pay continuing Default or Event of Default in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments payment of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) any on, or interest on Securities the principal of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonthe Notes.

Acceleration of Maturity. Rescission Remedies. Upon the occurrence of any Event of Default described in subsection 7.1(f) hereof as it relates to Borrower, the indebtedness evidenced by the Note as well as any and Annulment. If all other indebtedness of Borrower to Lender shall be immediately due and payable in full; and upon the occurrence of any other Event of Default described above (including but not limited to subsection 7.1(f) hereof as it relates to any Guarantor), Lender at any time thereafter may at its option accelerate the maturity of the indebtedness evidenced by the Note as well as any and all other indebtedness of Borrower to Lender; all without notice of any kind; provided, however, upon the occurrence of an Event of Default with respect to Securities described in subsection 7.1(g) hereof resulting from the death of a Guarantor, Lender may not accelerate said indebtedness until ninety (90) days has elapsed since the date of death of such Guarantor. Upon the occurrence of any series at such Event of Default and the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion acceleration of the principal as may be specified in maturity of the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given indebtedness evidenced by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences ifNote: (1a) any obligation of Lender to advance any proceeds under the Company has paid or deposited with the Indenture Trustee a sum sufficient Line of Credit shall immediately cease and be of no further force nor effect, and Lender shall be immediately entitled to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified exercise any and all rights and remedies possessed by Lender pursuant to Section 3.01 for the Securities terms of such series):the Security Instruments and all of the other Loan Documents; (Ab) Lender shall have all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents rights and counselremedies of a secured party under the Uniform Commercial Code; and (2c) Lender shall have any and all Events of Default with respect to Securities of other rights and remedies that seriesLender may now or hereafter possess at law, other than the nonpayment of the principal of (in equity or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonstatute.

Acceleration of Maturity. Rescission and ---------------------------------------- Annulment. --------- (a) If an Event of Default described in clause (a), (b), (c) or (f) (if the Event of Default under clause (c) or (f) is with respect to Securities less than all Series, Classes and Tranches of any series at the time Outstanding Notes then Outstanding) of Section 6.01 occurs and is continuingcontinuing with respect to any Series, Class or Tranche, then and in each and every such case case, unless the principal of all the Notes of such Series, Class or Tranche shall have already become due and payable, either the Indenture Trustee or the Holders of not less more than 2566 2/3% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal Outstanding Dollar Principal Amount of the Notes of such Series, Class or Tranche then Outstanding hereunder (each such Series, Class or Tranche acting as may be specified in the terms thereof) to be due and payable immediatelya separate Class), by a notice in writing to the Company Issuer (and to the Indenture Trustee if given by the HoldersHolders and in all cases with a copy of such notice to the applicable Collateral Agent), may declare the Outstanding Dollar Principal Amount of all the Outstanding Notes of such Series, Class or Tranche and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to the allocation provisions of the applicable Asset Pool Supplement and the allocation, deposits and payment sections of the related Indenture Supplement. (b) If an Event of Default described in clause (c) or (f) of Section 6.01 occurs with respect to all Series, Classes and Tranches of Outstanding Notes and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or specified portion thereof shall the Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of all the Outstanding Notes hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders ) and in all cases with a copy of such notice to the applicable Collateral Agent for each Asset Pool with affected Notes, may declare the Outstanding Dollar Principal Amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, notwithstanding anything in this Indenture, the related Indenture Supplements or the Notes to the contrary. (c) If an Event of Default described in clause (d) or (e) of Section 6.01 occurs and is continuing, then the Notes of all Series, Classes and Tranches will automatically be and become immediately due and payablepayable by the Issuer, without notice or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off the Notes. At any time after such a declaration of acceleration has been made or an automatic acceleration has occurred with respect to Securities the Notes of any series has been made Series, Class or Tranche and before a judgment or decree for payment of the money due has been obtained by the Collateral Agent and/or the Indenture Trustee as hereinafter in this Article VI provided, the Holders of a majority in principal amount more than 66 2/3% of the Outstanding Securities Dollar Principal Amount of that seriessuch Series, Classes or Tranches, by written notice to the Company Issuer, the Indenture Trustee and the Indenture TrusteeCollateral Agent, may rescind and annul such declaration of acceleration and its consequences if: (1i) the Company Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect the Notes of all Outstanding Securities of that series and any related coupons, such Series, Class or Tranche, (B) the principal of (and premiumany Notes of such Series, if any, on) any Outstanding Securities of that series Class or Tranche which have become due otherwise than by such declaration of acceleration acceleration, and interest thereon at the rate or rates borne prescribed therefor by the terms of the Notes of such Series, Class or provided for in such Securities, (C) Tranche, to the extent that payment of such interest is lawful, (C) interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne prescribed therefor by the terms of the Notes of such Series, Class or provided for in Tranche to the extent that payment of such Securitiesinterest is lawful, and and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, its agents and counselcounsel and all other amounts due to the Indenture Trustee under Section 7.07 and the Collateral Agent pursuant to the applicable Asset Pool Supplement; and (2ii) all Events of Default with respect to Securities such Series, Class or Tranche of that seriesNotes, other than the nonpayment of the principal of (the Notes of such Series, Class or premium, if any) or interest on Securities of that series Tranche which have has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.136.16. No such rescission shall will affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If an Event any one or more of the above-described Events of Default shall happen with respect to Securities of any series at the time Outstanding occurs and is continuingoutstanding, then then, and in each and every such case case, during the Indenture continuance of any such Event of Default, the Trustee or the Holders of not less than 25% or more in principal amount of all the Securities of that such series will have the right to then outstanding may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms thereofof that series) of all the Securities of such series then outstanding, if not then due and payable, to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the such Holders), and upon any such declaration such principal or specified portion thereof the same shall become and be 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 Indenture Trustee as hereinafter , anything in this Article provided, the Holders of a majority Indenture or in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (except as otherwise specified pursuant with interest, to Section 3.01 for the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series): (A) and all overdue installments of interest on amounts owing the Trustee and any Additional Amounts predecessor trustee hereunder under Section 10.01(a) and all other sums payable in respect of all Outstanding Securities of that series and any related coupons, under this Indenture (B) except the principal of (and premium, if any, on) any Outstanding the Securities of that such series which have become would not be due otherwise than by and payable were it not for such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawfuldeclaration), interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums shall be paid or advanced by the Indenture Trustee hereunder Company, and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of every other Default with respect to Securities of that seriesunder this Indenture, other than the nonpayment non-payment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been cured made good to the reasonable satisfaction of the Trustee or waived as provided of the Holders of a majority in Section 5.13. No principal amount of the Securities of such series then outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent default Default or impair any right consequent thereon.. Any declaration by the Trustee pursuant to this Section 6.02 shall be by written notice to the Company, and any declaration or waiver by the

Acceleration of Maturity. Rescission and Annulment. If In the case of an Event of Default described under clause (8) or (9) of Section 6.01 hereof with respect to Securities the Company, 100% of the principal amount of all outstanding Notes plus any series at accrued and unpaid interest to the time Outstanding date of payment shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then and in every such case the Indenture Trustee Trustee, or the Holders of not less than at least 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, then outstanding Notes by written notice to the Company and the Indenture Trustee, may rescind declare 100% of the principal amount of all outstanding Notes plus any accrued and annul such unpaid interest to the date of payment to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and its consequences if: is continuing as a result of the acceleration of any Indebtedness described in clause (15) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if (x) the Company has paid holders of any Indebtedness described in such clause (5) have rescinded or deposited with waived the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities declaration of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable acceleration in respect of all Outstanding Securities such Indebtedness within 60 days of that series and any related coupons, the date of such declaration, (By) the principal default that is the basis for such Event of Default has been cured or (z) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged and premium, if any, on(a) the annulment of the acceleration of Notes would not conflict with any Outstanding Securities judgment or decree of that series which have become due otherwise than by such declaration a court of acceleration competent jurisdiction and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (Db) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all existing Events of Default with respect to Securities of that seriesDefault, other than the except nonpayment of the principal of (or premium, if any) or interest on Securities of the Notes that series which have become due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereonwaived.

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, then and not having been --------- remedied within the applicable time period to address such Event of Default, if any, set forth in every such case Section 5.1(f) hereof, the Indenture Trustee or shall promptly notify the Holders of not less than 25% in Noteholders that all unpaid principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may Notes, together with all accrued and unpaid interest thereon, and other amounts payable hereunder shall become, and shall be specified in the terms thereof) deemed to be have become, immediately due and payable immediatelywithout any declaration or notice or any other action, unless such automatic acceleration is rescinded by a Majority of the Controlling Class within sixty (60) days of the occurrence of such Event of Default (except in the case of an Event of Default specified in Section 5.01(g) or (h), in which case no rescission may be made). A Majority of the Controlling Class may, by a written notice in writing to the Company Trustee, rescind an Event of Default and may rescind acceleration and its consequences. Unless the automatic acceleration has been rescinded by a Majority of the Controlling Class within sixty (60) days of the occurrence of such Event of Default, all unpaid principal of all of the Notes, together with all accrued and to the Indenture Trustee if given by the Holders)unpaid interest thereon, and upon any such declaration such principal or specified portion thereof other amounts payable hereunder shall become automatically become, and shall be deemed to have become, immediately due and payable. Any decision by a Majority of the Controlling Class to rescind an automatic acceleration shall not prevent a Majority of the Controlling Class from causing, at a later date, an acceleration of all unpaid principal of all of the Notes, together with all accrued and unpaid interest thereon, and other amounts payable hereunder if the relevant Event of Default is continuing; provided, however, that no decision to cause an -------- ------- acceleration following a rescission of an automatic acceleration may be made without the consent of the Liquidity Facility Provider. No such rescission of an Event of Default shall affect the rights of the Noteholders with respect to any subsequent Event of Default which may occur under the Indenture. (b) At any time after such a declaration of acceleration with respect to Securities of any series Maturity has been made and before a judgment or decree for payment of the money Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article providedV, the Holders of a majority in principal amount Majority of the Outstanding Securities of that seriesControlling Class and the Liquidity Facility Provider, by written notice to the Company Issuer and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1i) the Company Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay: (A) all overdue installments of principal of and interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponsthe Notes, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts Defaulted Interest at the rate or rates borne applicable Interest Rate, (C) any accrued and unpaid amounts payable by or provided for in such Securitiesthe Issuer to the Liquidity Facility Provider pursuant to the Liquidity Facility, and (D) all unpaid taxes and Administrative Expenses and other sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2ii) the Trustee has determined that all Events of Default with respect to Securities of that seriesDefault, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of the Notes that series which have become due solely by such declaration of acceleration, have been cured and a Majority of the Controlling Class by written notice to the Trustee have agreed with such determination or waived as provided in Section 5.135.14. At any such time as the Trustee shall rescind and annul such declaration and its consequences, the Trustee shall preserve the Collateral in accordance with the provisions of Section 5.05; provided, that, if such -------- preservation of the Collateral is rescinded pursuant to Section 5.05, the Notes may be accelerated pursuant to Section 5.02(a), notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this Section 5.02(b). No such rescission and annulment shall affect any subsequent default Default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If an any one or more Event of Default and Acceleration shall occur with respect to Securities of any series at the time Outstanding occurs and is continuingOutstanding, then then, and in each and every such case case, during the Indenture continuance of any such Event of Default and Acceleration, the Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of that such series will have the right to declare the principal amount (orthen Outstanding, if the Securities of that series are Original Issue Discount Securities or Indexed Securitiesnot then due and payable, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the such Holders), and upon any such declaration such principal or specified portion thereof the same shall become and be 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 Indenture Trustee as hereinafter , anything in this Article provided, the Holders of a majority Indenture or in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable contained to the contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after the principal of all the Securities of such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (except as otherwise specified pursuant with interest, to Section 3.01 for the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series): (A) and all overdue installments of interest on amounts owing the Trustee and any Additional Amounts predecessor trustee hereunder under Section 6.7 and all other sums payable in respect of all Outstanding Securities of that series and any related coupons, under this Indenture (B) except the principal of (and premium, if any, on) any Outstanding the Securities of that such series which have become would not be due otherwise than by and payable were it not for such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (Cdeclaration) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums shall be paid or advanced by the Indenture Trustee hereunder Company, and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of every other Default with respect to Securities of that seriesunder this Indenture, other than the nonpayment non-payment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, shall have been cured made good to the reasonable satisfaction of the Trustee or waived as provided of the Holders of a majority in Section 5.13. No principal amount of the Securities of such series then Outstanding, or provision deemed by the Trustee or by such Holders to be adequate therefor shall have been made, then and in every such case the Holders of a majority in principal amount of the Securities of such series then Outstanding may, on behalf of the Holders of all the Securities of such series, waive the Event of Default and Acceleration by reason of which the principal of the Securities of such series shall have been so declared to be due and payable and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent default Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of Securities of any series pursuant to this Section 5.2 shall be by written notice to the Company and the Trustee.

Acceleration of Maturity. Rescission and AnnulmentAnnulment -------------------------------------------------- If an Event of Default of the kind specified in clause (4) or (5) 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 with respect to Securities (other than an Event of any series at Default of the time Outstanding kind specified in clause (4) or (5) of Section 6.1) occurs and is continuing, then and in every such case the Indenture Trustee may or at the direction of the Majority Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities only Event of that series are Original Issue Discount Securities Default occurring is an Event of Default with respect to a Seller or Indexed SecuritiesServicer set forth in clauses (2), such portion (3) or (6) of Section 6.1, then the Holder or the Holders of 66 2/3% of the aggregate Outstanding Note Balance of the Notes), the Trustee shall declare the principal as may be specified in of all of the terms thereof) Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Company (and to the Indenture Trustee if given by the HoldersNoteholders), and upon any such declaration such principal or specified portion thereof (together with all accrued and previously unpaid interest) shall become immediately due and payable. The Trustee shall give notice to each Noteholder and DCR of such declaration. Notwithstanding the foregoing, the Trustee may not declare the Notes to be due and payable pursuant to this Section 6.2 as a result of an Event of Default arising solely from the Company's failure to perform its agreements set forth in Section 7.7. At any time after such a declaration of acceleration with respect to Securities has been made, but before any Sale of any series the Trust Estate has been made and before or a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount 66 2/3% of the aggregate Outstanding Securities Note Balance of that seriesthe Notes, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences consequence if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):pay (A) all overdue installments of interest on all Class A, Class B and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related couponsClass C Notes, (B) the principal of (and premiumany of the Class A, if any, on) any Outstanding Securities of that series Class B or Class C Notes which have has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securitiesapplicable Note Interest Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Class A, Class B and any Additional Amounts Class C Notes at the rate or rates borne by or provided for specified therefor in such Securitiesthe applicable Notes, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the Back-up Servicer under the Servicing Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that seriesDefault, other than the nonpayment of the principal of (or premiumthe Class A, if any) or interest on Securities of that series Class B and Class C Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.136.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Subsequent to any such declaration of acceleration and so long as such declaration and its consequences has not been rescinded and annulled, prior to the exercise by the Trustee of the remedies set forth in Section 6.3(b) or (c) the Trustee shall give the Noteholders ten days' notice of its intention to take such actions.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series):the (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If an Event of Default with respect to Securities (other than an Event of any series at the time Outstanding Default specified in Section 6.01(a)(5), (a)(6) and (a)(7)) under Section 6.01 occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Securities of that series will have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) Notes then outstanding to be due and payable immediatelypayable, by a notice in writing to the Company Issuer (and to the Indenture Trustee Trustee, if given by Holders) specifying the Holders), respective Event of Default and upon any such declaration such principal or specified portion thereof principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. At If an Event of Default specified in Section 6.01(a)(5), (6) or (7) occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any time after such a declaration or other act on the part of acceleration with respect to Securities the Trustee or any Holder. If any Event of Default occurs by reason of any series has been made and before a judgment willful action or decree for inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the money premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due has been obtained and payable, to the extent permitted by the Indenture Trustee as hereinafter law, anything in this Article providedIndenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, then, the Holders of a majority premium specified in principal amount this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: Notes. If (1i) (A) the Company Issuer, the Parent Guarantor or any or any Subsidiary Guarantor has paid or deposited with the Indenture such Trustee (or Paying Agent, as appropriate) a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A1) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, the Notes, (B2) the principal of (of, and premium, if any, on) on any Outstanding Securities of Notes that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for prescribed therefor in such Securities, the Notes, (C3) to the extent that payment of such interest is lawful, interest upon overdue installments of on the defaulted interest and any Additional Amounts at the rate or rates borne by or provided for prescribed therefor in such Securitiesthe Notes, and and (D4) all sums money paid or advanced by the Indenture Trustee hereunder thereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2B) all Events of Default with respect to Securities of that seriesDefault, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of any Notes that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13this Indenture; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission shall will affect any subsequent default Event of Default or impair any right consequent thereon.

Acceleration of Maturity. Rescission and Annulment. If an Event (a) The Company covenants that (1) in case default shall be made in the payment of Default any installment of interest on any of the Debentures of a series, or any payment required by any sinking or analogous fund established with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of not less than 25% in principal amount of all the Securities of that series will as and when the same shall have the right to declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. At any time after , and such default shall have continued for a declaration period of acceleration with respect to Securities of any series has been made and before a judgment 30 days, or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series): (A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than in case default shall be made in the nonpayment payment of the principal of (or premium, if any, on) any of the Debentures of a series when the same shall have become due and payable, whether upon maturity of the Debentures of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Debentures of that series, the whole amount that then shall have become due and payable on all such Debentures for principal (and premium, if any) or interest, or both, as the case may be, with interest on Securities upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law and without duplication of any other amounts paid by the Company or the applicable Hawaiian Electric Industries Capital Trust in respect thereof) upon overdue installments of interest at the rate per annum expressed in the Debentures of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Debentures of that series and collect in the manner provided by law out of the property of the Company or other obligor upon the Debentures of that series wherever situated the moneys adjudged or decreed to be payable. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Company, any other obligor on such Debentures, or the creditors or property of either, the Trustee shall have the power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Debentures of such series allowed for the entire amount due and payable by the Company or such other obligor under the Indenture at the date of institution of such proceedings and for any additional amount which have may become due solely and payable by the Company or such other obligor after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Debentures of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Debentureholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Debentures of that series, may be enforced by the Trustee without the possession of any of such Debentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Debentures of such series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such declaration appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of accelerationsuch rights, have been cured either at law or waived as provided in Section 5.13equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. No Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Debentures of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Debentureholder in any such rescission shall affect any subsequent default or impair any right consequent thereonproceeding.

Acceleration of Maturity. Rescission and Annulment. (a) If an Event any one or more of the above described Events of Default shall occur with respect to Securities of any series at the time Outstanding occurs and is continuingOutstanding, then then, and in each and every such case case, during the Indenture continuance of such Event of Default, the Trustee or the Holders of not less than 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal amount of all the Securities of that such series will have the right to declare the principal amount (orthen Outstanding, if the Securities of that series are Original Issue Discount Securities or Indexed Securitiesnot then due and payable, such portion of the principal as may be specified in the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Indenture Trustee if given by the such Holders), and upon any such declaration the principal amount and the accrued interest (including any Additional Interest) on the Securities of such series shall become and be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding, provided that if, upon an Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of that series then Outstanding fail to declare the principal amount of all the Securities of such series then Outstanding to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Trust 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 or specified portion thereof amount of and the accrued interest (including any Additional Interest) on all the Securities of such series then Outstanding shall become immediately due and payable. At Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV notwithstanding that such amount shall become immediately due and payable as herein provided. This provision, however, is subject to the condition that, if at any time after such a declaration the principal 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 Indenture Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Indenture Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which all the Securities of such series are payable shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (except as otherwise specified pursuant with interest, to Section 3.01 for the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series): (A) and all overdue installments of interest on amounts owing the Trustee and any Additional Amounts payable in respect of all Outstanding Securities of that series and any related coupons, (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at the rate or rates borne by or provided for in such Securities, and (D) all sums paid or advanced by the Indenture Trustee predecessor trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.under Section