Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates to be due and payable, whereupon ; provided that the same shall be accelerated and be and Certificates will automatically become immediately due and payable; provided, that if payable without any action of the Indenture Trustee or of any Holder in the case of an Indenture Event of Default referred to in clause (gunder Section 8.01(f) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived). Upon such declaration (or automatic acceleration, as the case may be)declaration, the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company Company, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Indenture have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 1996 Trust N604SWN620SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -33- 40 annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 1996 Trust N604SWN620SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -35- 42 same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SWN396SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN396SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SWN605SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN605SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default under Section 8.01(f) or 8.01(g) or a Lease Event of Default under Section 14(f) or 14(g) of the Lease shall have occurred and is continuing, then the principal of the Equipment Notes, together with accrued but unpaid interest thereon, and all other amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company Lessee and the Owner TrusteeTrustee or, or subject to Section 2.6 of the Holders Intercreditor Agreement, Noteholders of at least 25% in aggregate principal amount of Outstanding Certificatesoutstanding Equipment Notes, by notice to the CompanyLessee, the Indenture Trustee, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates Equipment Notes to be immediately due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be)declaration, the principal of all Certificates Equipment Notes together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the and Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment but without Make-Whole Amount, shall be immediately due and payable (but not including any Premium)without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders a Majority-in-Interest of a majority in aggregate principal amount of all of the Outstanding CertificatesNoteholders, by notice to the Indenture Trustee, the Company Lessee, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates Equipment Notes which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates Equipment Notes that has become due solely because of such acceleration. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SWN603SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN603SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -35- 42 same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SWN397SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN397SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

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

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee and the Owner Trustee may declare the principal of all the Certificates to be due and payable, whereupon the same shall be accelerated and be and become due and payable; provided, that if an Indenture Event of Default referred to in clause (g) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SWN602SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company and the Owner Trustee, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SWN602SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration.

Acceleration; Rescission and Annulment. If an Indenture Event of Default occurs and is continuing, either the Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee, the Owner Trustee and the Owner Trustee Participant, may declare the principal of all the Certificates to be due and payable, whereupon ; provided that the same shall be accelerated and be and Certificates will automatically become immediately due and payable; provided, that if payable without any action of the Indenture Trustee or of any Holder in the case of an Indenture Event of Default referred to in clause (gunder Section 8.01(f) or (h) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the Company, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived). Upon such declaration (or automatic acceleration, as the case may be)declaration, the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium)payable. At any time after such declaration and prior to the sale or disposition of the Indenture Estate, the Holders of a majority in aggregate principal amount of all of the Outstanding Certificates, by notice to the Indenture Trustee, the Company Company, the Owner Trustee and the Owner TrusteeParticipant, may rescind such a declaration and thereby annul its consequences if (i) an amount sufficient to pay all principal of, and, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement Indenture have been cured or waived except Indenture-42 (1995 777 C) nonpayment of principal of, or interest on, the Certificates that has become due solely because of such acceleration. Any acceleration pursuant to this Section 8.02 shall be automatically rescinded in the event that the Owner Trustee or the Owner Participant, as the case may be, shall have cured, in accordance with Section 8.03(e)(i), the Indenture Event of Default that resulted in such acceleration.

Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Indenture Event of Default occurs specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal amount of all of the Notes shall have already become due and is continuingpayable, either the Indenture Trustee, by notice to the Company and the Owner Trustee, Trustee or the Holders of at least 25% in aggregate principal amount of Outstanding Certificatesthe Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the CompanyCompany (and to the Trustee if given by Holders), the Indenture Trustee and the Owner Trustee may declare 100% of the principal of of, and accrued and unpaid interest on, all the Certificates Notes (including PIK Notes) plus the Applicable Premium to be due and payablepayable immediately, whereupon and upon any such declaration the same shall become and shall automatically be accelerated and be and become immediately due and payable; provided. Notwithstanding the foregoing, that if the Trustee and the Holders may also pursue any other available remedy in respect of any such Event of Default. If an Indenture Event of Default referred to specified in clause (gSection 6.01(h) or (hSection 6.01(i) of Section 8.01 shall have occurred or a Lease Event of Default of the type referred to in clause (g) or (h) of said Section 8.01 shall have occurred with respect to the CompanyCompany occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes (including any PIK Notes) plus the Applicable Premium shall become and shall automatically be immediately due and payable without any further act of the Trustee or any other party hereto. Any Applicable Premium or other premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Applicable Premium to the Holders as herein described is a material inducement to the Holders to purchase the Notes. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of, premium, if any, on and accrued and unpaid interest, if any, on the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of premium, if any, and accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the uncured nonpayment of the principal of, premium, if any, on and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case the unpaid principal of all Certificates then Outstanding shall, unless the Indenture Trustee acting upon instructions of at least 25% in aggregate principal amount of Outstanding Certificates shall otherwise direct, immediately and without further act become due and payable, without presentment, demand, protest or notice, all of which are hereby waived. Upon such declaration (or automatic acceleration, except as the case may be), the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, plus, in the case of the Series SWA 1995 Trust N604SW-I Certificates, the Break Amount, if any, and all other amounts payable to the Holders hereunder as at such date of payment shall be immediately due and payable (but not including any Premium). At any time after such declaration and prior to the sale or disposition of the Indenture Estate, succeeding sentence) the Holders of a majority in aggregate principal amount of all of the Outstanding CertificatesNotes then outstanding, by written notice to the Indenture Trustee, the Company and to the Owner Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such a declaration and thereby annul its consequences if and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) an amount sufficient to pay all the nonpayment of the principal (including the Fundamental Change Repurchase Price and Tax Redemption Price, if applicable) of, andor accrued and unpaid interest on, in the case of the Series SWA 1995 Trust N604SW-I Certificatesany Notes, the Break Amount, if any, on any Certificates which have become due otherwise than by such declaration and any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with a failure to repurchase or redeem any judgment or decree and (iii) all existing Indenture Defaults and Indenture Events of Default under this Agreement have been cured or waived except nonpayment of principal of, or interest on, the Certificates that has become due solely because of such accelerationNotes when required.