Common use of Enforcement of Remedies Clause in Contracts

Enforcement of Remedies. If one or more Events of Default shall have occurred and be continuing, then: (a) in the case of an Event of Default described in Section 6.1(f) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default"), the entire principal amounts of the Notes Outstanding, all interest accrued and unpaid thereon, and other amounts payable under the Notes and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an Event of Default described in Sections 6.1(b), (c), (d), (e), (h), (i), (j), (k), (1), (m), (n), (o) or (p) of the Common Agreement, upon the direction of the Holders of not less than 33 1/3% in aggregate principal amount of the Outstanding Notes, the Trustee shall, by notice to Funding Corp. and the Collateral Agent (a "Notice of Acceleration"), declare the entire principal amounts of the Notes Outstanding, all interest accrued and unpaid thereon, and other amounts payable under the Notes and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (e) At any time after the principal of the Notes shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice to Funding Corp. and the Trustee, may rescind and annul such declaration and its consequences if: (A) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes; (ii) the principal of any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principal; (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (B) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. If one or more Events Upon the happening and continuance of Default shall have occurred and be continuing, then: (a) in the case of an any Event of Default described specified in Section 6.1(f) or 6.1(g) of 802 hereof, then and in every such case the Common Agreement (an "Automatic Acceleration Default"), the entire principal amounts of the Notes Outstanding, all interest accrued and unpaid thereonTrustee may, and other amounts payable under the Notes and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the written direction of the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding NotesBonds then outstanding hereunder, or shall, with the consent of the Letter of Credit Issuer (ii) in so long as the case of an Event of Default described shall not be of the type specified in Sections 6.1(b), (c), clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer), proceed, subject to the provisions of Section 902 hereof, to protect and enforce its rights and the rights of the Bondholders under applicable laws, under the Loan Agreement, the Security Agreements and this Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained therein or herein or in aid or execution of any power therein or herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights; provided, however, that so long as the Event of Default shall not be of the type specified in clauses (d), (h), (i), (j), (k), (1), (m), (n), (oe) or (pf) of Section 802 hereof relating to the Common Agreement, upon the direction Letter of the Holders of not less than 33 1/3% in aggregate principal amount of the Outstanding NotesCredit Issuer, the Trustee shall, by notice shall not pursue any remedy relating to Funding Corp. and the Collateral Agent (a "Notice of Acceleration"), declare Bonds without the entire principal amounts consent of the Notes OutstandingLetter of Credit Issuer. ---In the enforcement of any remedy under this Agreement, the Trustee in its own name and as trustee of an express trust shall be entitled to sxx for, enforce payment of and recover judgment for, any and all interest accrued and unpaid thereonamounts then or after any default becoming, and other amounts payable under at any time remaining, due from the Notes and this IndentureAuthority for principal, premium, if any, interest or otherwise under any of the provisions of this Agreement or of the Bonds and unpaid, with interest, to the extent permitted by law, on overdue payments of principal, premium, if any, and interest at the rate or rates of interest specified in the Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under the Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the Authority, but solely as provided herein and in the Bonds, for any portion of such amounts remaining unpaid, and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Bond Fund and any other moneys available for such purpose), in any manner provided by law, the moneys adjudged or decreed to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of ---So long as an Event of Default described specified in Section 6.1(a) of the Common Agreement until the later of clauses (x) five d), (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such datee) or (yf) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known Section 802 hereof relating to the TrusteeLetter of Credit Issuer shall not have, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee Letter of Credit Issuer, may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary proceed to protect the interests of the Holders. (e) At and enforce its rights under this Agreement by such suits, actions or special proceedings in equity or at law or in any time after the principal of the Notes shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice manner available to Funding Corp. and the Trustee, as the Letter of Credit Issuer may rescind deem most effectual to protect and annul such declaration and enforce its consequences if: (A) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes; (ii) the principal of any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principal; (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (B) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission shall affect any subsequent default or impair any right consequent thereonrights.

Enforcement of Remedies. (a) If one or more Events of Default shall have occurred and be are continuing, then: (ai) in the case of an Event of Default described in Section 6.1(fclause (e) or 6.1(g) of above with respect to the Common Agreement (an "Automatic Acceleration Default")Issuer, the entire outstanding principal amounts amount of the Notes OutstandingSenior Secured Notes, all interest and Liquidated Damages, if any, accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Notes and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an Event of Default described in: (A) clause (a) above, upon the written direction of the Holders of no less than 25% in Sections 6.1(baggregate principal amount of the Outstanding Senior Secured Notes, the Trustee shall declare the outstanding principal amount of the Senior Secured Notes to be accelerated and due and payable and all interest and Liquidated Damages, if any, accrued and unpaid thereon, and all premium, if any, and other amounts payable under this Indenture, if any, to be due and payable; or (B) clause (b), (c), (d), (e) (with respect to our Subsidiaries), (f), (g), (h), (i), (j), (k), (1), (m), (n), (o) or (pl) of the Common Agreementabove, upon the written direction of the Holders of not less than 33 1/3% in aggregate Required Holders, the Trustee shall declare the outstanding principal amount of the Outstanding Notes, the Trustee shall, by notice Senior Secured Notes to Funding Corp. be accelerated and the Collateral Agent (a "Notice of Acceleration"), declare the entire principal amounts of the Notes Outstanding, due and payable and all interest and Liquidated Damages, if any, accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Notes and this Indenture, if any, to be due and payable, whereupon . (b) At any time after the same shall principal of the Senior Secured Notes has become due and payable without presentmentupon a declared acceleration, demand, protest and before any judgment or further notice decree for the payment of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest onmoney so due, or any other amounts due in respect ofportion thereof, has been entered, the Required Holders, by written notice to the Issuer and the Trustee, shall rescind and annul such declaration and its consequences if: (i) there has been paid to or deposited with the Trustee a sum sufficient to pay (A) all overdue interest and Liquidated Damages, if any, on the Senior Secured Notes, (B) the principal of and premium, if any, on any Senior Secured Notes that have become due (including overdue principal) other than by such declaration of acceleration and interest thereon at the respective rates provided in the Senior Secured Notes for overdue principal; (C) to the extent that payment of such interest is lawful, interest upon overdue interest and Liquidated Damages, if any, at the respective rates provided in the Senior Secured Notes for overdue interest; and (D) all sums paid or advanced by the Original Trustee and the Collateral Agent and the reasonable compensation, expenses, disbursements, and advances of the Trustee, the Depositary, the Collateral Agent and their respective agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Senior Secured Notes which remain outstanding after the Closing Date within five that has become due solely by such acceleration, have been cured or waived in accordance with this Indenture. (5c) Business Days If an Event of when the same becomes dueDefault has occurred and is continuing and an acceleration has occurred, the Trustee shall, and each of may (as the Required Holders hereby authorizes and directs the Trustee to, (irequest) direct the Collateral Agent to make a claim for payment take possession of any or all of the Collateral or to exercise any or all other rights of the Secured Parties under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) Security Documents. If an Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall will mail to each Holder a notice of the Event of Default within 30 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of of, interest, premium or interest Liquidated Damages, if any, on any Senior Secured Note, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers the Trustee in good faith determines that withholding the notice is in the interest of the Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the . If an Event of Default described in Section 6.1(a) of relating to failure to pay amounts owed on the Common Agreement shall have Senior Secured Notes has occurred and be is continuing, the Trustee may declare the principal amount of the Outstanding Senior Secured Notes, all interest accrued and unpaid thereon, and all premium and Liquidated Damages, if any, and other amounts payable under the Senior Secured Notes and this Indenture, if any, to be due and payable notwithstanding the absence of written direction from Holders of at least 25% in aggregate principal amount of the Outstanding Senior Secured Notes directing the Trustee in writing to accelerate the principal maturity of the Senior Secured Notes, unless the Required Holders direct the Trustee not to accelerate the maturity of such Senior Secured Notes, if in the good faith exercise of its discretion the Trustee determines that such action is necessary to protect the interests of the Holders. In addition, if one or more of the Events of Default referred to in clause (a)(ii)(B) of this Section 5.02 has occurred and is continuing, the Trustee may declare the entire principal amount of the Outstanding Senior Secured Notes, all interest accrued and unpaid thereon, and all premium and Liquidated Damages, if any, and other amounts payable under the Senior Secured Notes and this Indenture, if any, to be due and payable notwithstanding the absence of written direction from the Required Holders directing the Trustee to accelerate the maturity of the Notes as provided in clause (b) Senior Secured Notes, unless the Required Holders direct the Trustee not to accelerate the maturity of Section 8.2 notwithstanding the absence of direction from the Holders Senior Secured Notes, if in the judgment good faith exercise of its discretion the Trustee determines that such action is necessary to protect the interests of the Holders. (e) At any time after the principal of the Notes shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice to Funding Corp. and the Trustee, may rescind and annul such declaration and its consequences if: (A) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes; (ii) the principal of any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principal; (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (B) all Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one or more Events of Default shall have occurred and be continuing, then: (ai) in the case of an Event of Default described in Section 6.1(f) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default")a Bankruptcy Event, the entire principal amounts amount of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and other amounts all premium payable under the Notes Bonds and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an any other Event of Default described in Sections 6.1(b), (c), (d), (e), (h), (i), (j), (k), (1), (m), (n), (o) or (p) of the Common AgreementTrustee may and, upon the written direction of the Holders Bondholders of not less than 33 1/3% in of the aggregate principal amount of the Outstanding NotesBonds, the Trustee shall, by notice to Funding Corp. and the Collateral Agent (a "Notice of Acceleration")Company, declare the entire principal amounts of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and other amounts all premium payable under the Notes Bonds and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five ; or (5iii) Business Days of when the same becomes due, the Trustee shall, and each of shall (if the Holders hereby authorizes and directs Required Bondholders request in writing to the Trustee to, (iTrustee) direct the Collateral Agent (to make a claim for payment the extent permitted under the Emcali Guarantees in respect Collateral Agency Agreement) to take possession of all the Company's failure Collateral and, pursuant to make the required payments Collateral Agency Agreement, to sell the Collateral, as and to the extent permitted under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) aboveAgency Agreement. (cb) If an Event of Default occurs and is continuing and is known to the TrusteeTrustee (as described in Section 10.3(h)), the Trustee shall mail to each Holder Bondholder a notice of the Event of Default within 30 thirty (30) days after the occurrence obtaining such knowledge thereof. Except in the case of an Event of Default in payment of principal of or interest on any NoteBond, the Trustee may withhold the notice to the Holders Bondholders if a committee of its Responsible Officers trust officers in good faith determines that withholding the notice is in the interest of HoldersBondholders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (ec) At any time after the principal of the Notes Bonds shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders Bondholders of not less than a majority in aggregate principal amount of the Outstanding NotesBonds, by written notice to Funding Corp. the Company and the Trustee, may rescind and annul such declaration and its consequences if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (iA) all sums paid or advanced by the Trustee hereunder and the compensation (including reasonable attorneys' fees and expenses), expenses, disbursements, and advances of the Trustee, its agents and counsel, (B) all overdue installments of interest on the Notes;Bonds, (iiC) the principal of and premium, if any, on any Notes Bonds that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes Bonds for late payments of principal;principal or premium, and (iiiD) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes Bonds for late payments of interest;. (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (Bii) all Events of Default, other than the non-payment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 8.79.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one or more Events of Default shall have occurred and be continuing, then: (ai) in the case of an Event of Default described in Section 6.1(f) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default")a Bankruptcy Event, the entire principal amounts amount of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and other amounts all premium payable under the Notes Bonds and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an any other Event of Default described in Sections 6.1(b), (c), (d), (e), (h), (i), (j), (k), (1), (m), (n), (o) or (p) of the Common AgreementTrustee may and, upon the written direction of the Holders Bondholders of not less than 33 1/3% in of the aggregate principal amount of the Outstanding NotesBonds, the Trustee shall, by notice to Funding Corp. and the Collateral Agent (a "Notice of Acceleration")Company, declare the entire principal amounts of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and other amounts all premium payable under the Notes Bonds and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five ; or (5iii) Business Days of when the same becomes due, the Trustee shall, and each of shall (if the Holders hereby authorizes and directs Required Bondholders request in writing to the Trustee to, (iTrustee) direct the Collateral Agent (to make a claim for payment the extent permitted under the Emcali Guarantees in respect Collateral Agency Agreement) to take possession of all the Company's failure Collateral and, pursuant to make the required payments Collateral Agency Agreement, to sell the Collateral, as and to the extent permitted under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) aboveAgency Agreement. (cb) If an Event of Default occurs and is continuing and is known to the TrusteeTrustee (as described in Section 10.3(h)), the Trustee shall mail to each Holder Bondholder a notice of the Event of Default within 30 thirty (30) days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any NoteBond, the Trustee may withhold the notice to the Holders Bondholders if a committee of its Responsible Officers trust officers in good faith determines that withholding the notice is in the interest of HoldersBondholders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (ec) At any time after the principal of the Notes Bonds shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders Bondholders of not less than a majority in aggregate principal amount of the Outstanding NotesBonds, by written notice to Funding Corp. the Company and the Trustee, may rescind and annul such declaration and its consequences if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes; (ii) the principal of any Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principal; (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; (ivA) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; , (B) all overdue installments of interest on the Bonds, (C) the principal of and premium, if any, on any Bonds that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Bonds for late payments of principal or premium, and (BD) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Bonds for late payments of interest. (ii) all Events of Default, other than the non-payment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 8.79.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one or more Events of Default shall have occurred and be are continuing, then, subject to the terms of the Intercreditor Agreement: (ai) in the case of an Event of Default described in Section 6.1(fclause (e) or 6.1(g) of above with respect to the Common Agreement (an "Automatic Acceleration Default")Issuer, the entire outstanding principal amounts amount of the Notes OutstandingSenior Secured Notes, all interest accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Notes and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an Event of Default described in: (A) clause (a) above, upon the written direction of the Holders of no less than 25% in Sections 6.1(baggregate principal amount of the Outstanding Senior Secured Notes, the Trustee shall declare the outstanding principal amount of the Senior Secured Notes to be accelerated and due and payable and all interest accrued and unpaid thereon, and all premium, if any, and other amounts payable under this Indenture, if any, to be due and payable; or (B) clause (b), (c), (d), (e) (with respect to the Subsidiaries), (f), (g), (h), (i), (j), (k), (1), (m), (n), (o) or (pl) of the Common Agreementabove, upon the written direction of the Holders of not less than 33 1/3% in aggregate Required Holders, the Trustee shall declare the outstanding principal amount of the Outstanding Notes, the Trustee shall, by notice Senior Secured Notes to Funding Corp. be accelerated and the Collateral Agent (a "Notice of Acceleration"), declare the entire principal amounts of the Notes Outstanding, due and payable and all interest accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Notes and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (e) At any time after the principal of the Senior Secured Notes shall have has become due and payable upon a declared (but not an automatic) acceleration as provided hereinacceleration, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be has been entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesRequired Holders, by written notice to Funding Corp. the Issuer and the Trustee, may shall rescind and annul such declaration and its consequences if: (Ai) there shall have has been paid to or deposited with the Trustee a sum sufficient to pay: (iA) all overdue installments of interest on the Senior Secured Notes;, (iiB) the principal of and premium, if any, on any Senior Secured Notes that have become due otherwise (including overdue principal) other than by such declaration of acceleration and interest thereon at the respective rates provided in the Senior Secured Notes for late payments of overdue principal; (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Senior Secured Notes for late payments of overdue interest;; and (ivD) all sums paid or advanced by the Trustee hereunder and the Collateral Agent and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its the Depositary, the Collateral Agent and their respective agents and counsel; and (Bii) all Events of Default, other than the non-payment nonpayment of the principal of the Senior Secured Notes that has become due solely by such acceleration, have been cured or waived in accordance with this Indenture. (c) If an Event of Default has occurred and is continuing and an acceleration has occurred, the Trustee may (as provided the Required Holders request) direct the Collateral Agent to take possession of any or all of the Collateral or to exercise any or all other rights of the Secured Parties under the Security Documents. If an Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will mail to each Holder notice of the Event of Default within 30 days after obtaining such knowledge. Except in the case of an Event of Default in payment of principal of, interest or premium, if any, on any Senior Secured Note, the Trustee may withhold the notice to the Holders if the Trustee in good faith determines that withholding the notice is in the interest of the Holders. If an Event of Default relating to failure to pay amounts owed on the Senior Secured Notes has occurred and is continuing, the Trustee may declare the principal amount of the Outstanding Senior Secured Notes, all interest accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Senior Secured Notes and this Indenture, if any, to be due and payable notwithstanding the absence of written direction from Holders of at least 25% in aggregate principal amount of the Outstanding Senior Secured Notes directing the Trustee in writing to accelerate the principal maturity of the Senior Secured Notes, unless the Required Holders direct the Trustee not to accelerate the maturity of such Senior Secured Notes, if in the good faith exercise of its discretion the Trustee determines that such action is necessary to protect the interests of the Holders. In addition, if one or more of the Events of Default referred to in clause (a)(ii)(B) of this Section 8.7. No 5.02 has occurred and is continuing, the Trustee may declare the entire principal amount of the Outstanding Senior Secured Notes, all interest accrued and unpaid thereon, and all premium, if any, and other amounts payable under the Senior Secured Notes and this Indenture, if any, to be due and payable notwithstanding the absence of written direction from the Required Holders directing the Trustee to accelerate the maturity of the Senior Secured Notes, unless the Required Holders direct the Trustee not to accelerate the maturity of the Senior Secured Notes, if in the good faith exercise of its discretion the Trustee determines that such rescission shall affect any subsequent default or impair any right consequent thereonaction is necessary to protect the interests of the Holders.

Enforcement of Remedies. If one or more Events of Default shall have occurred and be continuing, then: (a) in the case of an Event of Default described in Section 6.1(f9.1(e) or 6.1(gSection 9.1(f) of the Common Agreement (an "“Automatic Acceleration Default"”), the entire principal amounts of the Notes Bonds Outstanding, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Bonds and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (b) (i) in the case of an Event of Default described in Section 6.1(a9.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding NotesBonds, or (ii) in the case of an Event of Default described in Sections 6.1(b9.1(b), (c9.1(c), (d9.1(d), (e9.1(g), (h9.1(h), (i9.1(i), (j9.1(j), (k9.1(k), (19.1(1), (m9.1(m), (n9.1(n) and 9.1(o), (o) or (p) of the Common Agreement, upon the direction of the Holders of not less than 33 1/3% in aggregate principal amount of the Outstanding NotesBonds, the Trustee shall, by notice to Funding Corp. and the Collateral Agent Company (with a "Notice of Acceleration"copy to the Partnership), declare the entire principal amounts of the Notes Bonds Outstanding, all interest accrued and unpaid thereon, and all premium, and other amounts payable under the Notes Bonds and this Indenture, if any, to be due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any NoteBond, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers trust officers in good faith determines that withholding the notice is in the interest of Holders. (d) Subject to the last sentence of Section 8.2(b), in . In addition, if one or more of the Event Events of Default described referred to in Section 6.1(aclause (b) of the Common Agreement above shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes Bonds as provided in said clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (e) . At any time after the principal of the Notes Bonds shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesBonds, by written notice to Funding Corp. the Company and the Trustee, may rescind and annul such declaration and its consequences if: (Aa) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes;Bonds, (ii) the principal of and premium, if any, on any Notes Bonds that have become due otherwise other than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes Bonds for late payments of principal;principal or premium, (iii) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes Bonds for late payments of interest;, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; , and (Bb) all Events of Default, other than the non-payment nonpayment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 8.79.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one (1) or more Events of Default shall have occurred and be continuing, then: (ai) in the case of an Event of Default described in Section 6.1(f8.1(b) or 6.1(gthat arises from an "Event of Default" under the IDB Lease Agreement described in Section 7.1(n) of the Common Agreement thereof (an "Automatic Acceleration Default"), the entire principal amounts of the Notes Securities Outstanding, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Securities and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (iii) (A) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence8.1(a), upon the direction of the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Notes, Securities or (iiB) in the case of an Event of Default described in Section 8.1(b) that arises from an "Event of Default" under the IDB Lease Agreement described in Sections 6.1(b), (c), (d), (e), (h), (i), (j), (k), (1), 7.1(b) through (m), (n), (o) or (p) of the Common Agreementthereof, upon the direction of the Holders of not less than 33 1/3% thirty-three and one-third percent (331/3%) in aggregate principal amount of the Outstanding NotesSecurities, the Trustee shall, by notice to Funding Corp. and the Collateral Agent IDB (with a "Notice copy to each of Acceleration"the Mobile Energy Parties), declare the entire principal amounts of the Notes Securities Outstanding, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Securities and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are to the extent permitted by law hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (cb) If an Event of Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder a notice of the such Event of Default within 30 thirty (30) days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or premium, if any, or interest on any NoteSecurity, the Trustee may withhold the notice to the Holders if and for so long as a committee of its Responsible Officers in good faith determines that withholding the such notice is in the interest of the Holders. (d) Subject to the last sentence of Section 8.2(b), in . In addition, if the Event of Default described in Section 6.1(a8.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes Securities as provided in clause (bSection 8.2(a)(ii) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (ec) At any time after the principal of the Notes Securities shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice to Funding Corp. and the Trustee, may rescind and annul such declaration and its consequences shall be deemed to be rescinded and annulled if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (iA) all overdue installments of interest on the Notes;Securities, (iiB) the principal of and premium, if any, on any Notes Securities that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes Securities for late payments of principal;principal or premium, (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes Securities for late payments of interest;, and (ivD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its the IDB and their agents and counsel; and (Bii) all Events of Default, other than the non-payment of the principal of the Notes Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one (1) or more Events of Default shall have occurred and be continuing, then: (ai) in the case of an Event of Default described in Section 6.1(f8.1(n) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default"), the entire principal amounts of the Notes Securities Outstanding, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Securities and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (iii) (A) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence8.1(a), upon the direction of the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Notes, Securities or (iiB) in the case of an Event of Default described in Sections 6.1(b), (c), (d), (e), (h), (i), (j), (k), (1), 8.1(b) through (m), (n), (o) or (p) of the Common Agreement), upon the direction of the Holders of not less than 33 1/3% thirty-three and one-third percent (331/3%) in aggregate principal amount of the Outstanding NotesSecurities, the Trustee shall, by notice to Funding Corp. and the Collateral Agent Company (with a "Notice of Acceleration"copy to Mobile Energy), declare the entire principal amounts of the Notes Securities Outstanding, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Securities and this Indenture, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are are, to the extent permitted by law, hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (cb) If an Event of Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder a notice of the such Event of Default within 30 thirty (30) days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any NoteSecurity, the Trustee may withhold the notice to the Holders if and for as long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of the Holders. (d) Subject to the last sentence of Section 8.2(b), in . In addition, if the Event of Default described in Section 6.1(a8.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes Securities as provided in clause (bSection 8.2(a)(ii) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (ec) At any time after the principal of the Notes Securities shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice to Funding Corp. and the Trustee, may rescind and annul such declaration and its consequences shall be deemed to be rescinded and annulled if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (iA) all overdue installments of interest on the Notes;Securities, (iiB) the principal of and premium, if any, on any Notes Securities that have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes Securities for late payments of principal;principal or premium, (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes Securities for late payments of interest;, and (ivD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel; , and (Bii) all Events of Default, other than the non-payment of the principal of the Notes Securities that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one or more Events of ----------------------- Default shall have occurred and be continuing, then, subject to the terms of the Intercreditor Agreement: (ai) in the case of an Event of Default described in Section 6.1(f) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default")that is a Bankruptcy Event, the entire principal amounts amount of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and all other amounts payable under the Notes Bonds and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an Event of Default described in: (A) Section 8.1(a), upon the direction of the Holders of no -------------- less than 33 1/3% in Sections 6.1(baggregate principal amount of the Outstanding Bonds; or (B) Section 8.1(b), (c), (d), (e), (h), (i), (j), (k), (1), (m), (n), (o) or (p) of the Common Agreementl), -------------- --- --- --- --- --- --- --- --- upon the direction of the Holders of not less than 33 1/3% a majority in aggregate principal amount of the Outstanding Notes, Bonds; the Trustee shall, by written notice to Funding Corp. and the Collateral Agent (a "Notice of Acceleration")Issuer, declare the entire principal amounts amount of the Notes OutstandingOutstanding Bonds, all interest accrued and unpaid thereon, and all other amounts payable under the Notes Bonds and this Indenture, if any, to be due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known to if a Responsible Officer of the TrusteeTrustee has actual knowledge of such Event of Default, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after receipt by the occurrence thereofTrustee of notice of such Event of Default. Except in the case of an Event of Default in the payment of principal of or interest on any NoteBond, the Trustee may (but shall not be obligated to) withhold the notice to the Holders if a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the Event of Default described in Section 6.1(a) of the Common Agreement shall have occurred and be continuing, the Trustee may accelerate the maturity of the Notes as provided in clause (b) of Section 8.2 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such action is necessary to protect the interests of the Holders. (eb) At any time after the principal of the Notes Bonds shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesBonds, by written notice to Funding Corp. the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay: (iA) all overdue installments of interest Overdue Interest on the NotesBonds; (iiB) the principal of any Notes Bonds that have become due otherwise (including Overdue Principal) other than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principalPost Default Rate; (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest Overdue Interest at the respective rates provided in the Notes for late payments of interest;Post Default Rate; and (ivD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel; and (Bii) all Events of Default, other than the non-payment nonpayment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. ----------- No such rescission shall affect any subsequent default or impair any right consequent thereon.

Enforcement of Remedies. (a) If one or more Events of Default shall have occurred and be are continuing, then: (ai) in the case of an Event of Default described in Section 6.1(f5.01(e), 9.13(k), 1.01(k) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default")above, the entire principal amounts amount of the Notes OutstandingOutstanding Notes, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes and Senior Secured Notes, this Indenture, and the other Financing Documents if any, shall will automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (iii) in the case of an Event of Default described in in: (A) Section 6.1(a) of the Common Agreement, subject to the immediately following sentence5.01(a), upon the written direction of the Holders of not no less than 25% in aggregate principal amount of the Outstanding Notes, or the Trustee will, by notice to the Issuers, declare the entire principal amount of the Outstanding Notes, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Senior Secured Notes, this Indenture and the other Financing Documents, if any, to be due and payable, or (iiB) in the case of an Event of Default described in Sections 6.1(bSection 5.01(b), 9.13(k), 1.01(k), (c), (d), (e), (h), (i), (j), (k), (1), (m), (n), (of) or (pg) of the Common Agreement, upon the written direction of the Holders of not less than 33 1/3% in aggregate principal amount of the Outstanding NotesRequired Holders, the Trustee shallwill, by notice to Funding Corp. and the Collateral Agent (a "Notice of Acceleration")Issuers, declare the entire principal amounts amount of the Notes OutstandingSenior Secured Notes, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Notes Senior Secured Notes, this Indenture and this Indenturethe other Financing Documents, if any, to be due and payable, whereupon the same shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is actually known to the Trusteea Responsible Trust Officer, the Trustee shall will mail to each Holder a notice of the Event of Default within 30 thirty (30) days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of or interest on any Senior Secured Note, the Trustee may withhold the notice to the Holders if a committee of its Responsible Officers the Trustee in good faith determines that withholding the notice is in the interest of the Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the . If an Event of Default described in Section 6.1(a) of relating to failure to pay amounts owed on the Common Agreement shall have Senior Secured Notes has occurred and be is continuing, the Trustee may declare the principal amount of the Outstanding Notes, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Senior Secured Notes, this Indenture and other Financing Documents, if any, to be due and payable notwithstanding the absence of direction from Holders of at least 25% in aggregate principal amount of the Outstanding Notes directing the Trustee in writing to accelerate the maturity of the Senior Secured Notes, unless Holders of more than 75% in aggregate principal amount of the Outstanding Notes as provided direct the Trustee not to accelerate the maturity of such Senior Secured Notes, if in clause (bthe good faith exercise of its discretion the Trustee determines that such action is necessary to protect the interests of the Holders. In addition, if one or more of the Events of Default referred to in Section 5.02(a)(ii)(B) has occurred and is continuing, the Trustee may declare the entire principal amount of Section 8.2 the Outstanding Notes, all interest accrued and unpaid thereon, and all premium and other amounts payable under the Senior Secured Notes, this Indenture and the other Financing Documents, if any, to be due and payable notwithstanding the absence of direction from the Required Holders directing the Trustee to accelerate the maturity of the Senior Secured Notes unless the Required Holders direct the Trustee in writing not to accelerate the maturity of the Senior Secured Notes if in the judgment good faith exercise of its discretion the Trustee determines that such action is necessary to protect the interests of the Holders. (eb) At any time after the principal of the Senior Secured Notes shall have has become due and payable upon a declared (but not an automatic) acceleration as provided hereinacceleration, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be has been entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, by written notice to Funding Corp. the Issuers and the Trustee, may shall rescind and annul such declaration and its consequences if: (Ai) there shall have has been paid to or deposited with the Trustee a sum sufficient to pay (iA) all overdue installments of interest on the Senior Secured Notes;; and (iiB) the principal of and premium, if any, on any Senior Secured Notes that have become due otherwise (including overdue principal) other than by such declaration of acceleration and interest thereon at the respective rates provided in the Senior Secured Notes for late payments of overdue principal;; and (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Senior Secured Notes for late payments of overdue interest;; and (ivD) all sums paid or advanced by the Trustee hereunder and the Collateral Agent and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its Trustee and the Collateral Agent and their agents and counsel; and (BE) all Events of Default, other than the non-payment nonpayment of the principal of the Senior Secured Notes that has become due solely by such acceleration, have been cured or waived in accordance with this Indenture. (c) If an Event of Default relating to failure to pay amounts owed on the Senior Secured Notes has occurred and is continuing and an acceleration has occurred, the Trustee may (as provided the Holders of 25% in aggregate principal amount of the Outstanding Notes request in writing) direct the Collateral Agent to foreclose upon and take possession of all Collateral. (d) If an Event of Default other than that referred to in Section 8.7. No such rescission 5.02(d) has occurred and is continuing and an acceleration has occurred, the Trustee may (as the Required Holders request in writing) direct the Collateral Agent to foreclose upon and take possession of all Collateral. (e) If an Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Senior Secured Notes pursuant to the optional redemption provisions of this Indenture, a premium equal to the then applicable Treasury Rate shall affect any subsequent default or impair any right consequent thereonalso become and be immediately due and payable to the extent permitted by law upon the acceleration of the Senior Secured Notes.

Enforcement of Remedies. If one or more Events of Default shall have occurred and be continuing, then, subject to the terms of the Intercreditor Agreement: (ai) in the case of an Event of Default described in Section 6.1(f8.1(f) or 6.1(g) of the Common Agreement (an "Automatic Acceleration Default"g), the entire principal amounts amount of the Notes Bonds Outstanding, all interest accrued and unpaid thereon, and all other amounts payable under the Notes Bonds and this Indenture, if any, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived; or (i) in the case of an Event of Default described in Section 6.1(a) of the Common Agreement, subject to the immediately following sentence, upon the direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes, or (ii) in the case of an Event of Default described in: (A) Section 8.1(a), upon the direction of the Holders of no less than 33 1/3% in Sections 6.1(baggregate principal amount of the Outstanding Bonds; or (B) Section 8.1(b), (c), (d), (e), (h), (i), (j), (k), (1), l) or (m), (n), (o) or (p) of the Common Agreement, upon the direction of the Holders of not less than 33 1/3% a majority in aggregate principal amount of the Outstanding Notes, Bonds; the Trustee shall, by notice to the Partnership (with a copy to the Funding Corp. and the Collateral Agent (a "Notice of Acceleration"Corporation), declare the entire principal amounts amount of the Notes Bonds Outstanding, all interest accrued and unpaid thereon, and all other amounts payable under the Notes Bonds and this Indenture, if any, to be due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived. In the event that Funding Corp. fails to pay any principal of or interest on, or any other amounts due in respect of, the Notes or the Original Notes which remain outstanding after the Closing Date within five (5) Business Days of when the same becomes due, the Trustee shall, and each of the Holders hereby authorizes and directs the Trustee to, (i) direct the Collateral Agent to make a claim for payment under the Emcali Guarantees in respect of the Company's failure to make the required payments under the Company Loan Agreement and the Lease which correspond with Funding Corp.'s failure to pay such principal, interest or other amounts, all in order to afford Emcali the opportunity to cure such Default; and (ii) delay the Trustee's delivery of a Notice of Acceleration in respect of an Event of Default described in Section 6.1(a) of the Common Agreement until the later of (x) five (5) Business Days after the Collateral Agent makes a claim for payment under the Emcali Guarantees (unless Emcali has cured the corresponding Default prior to such date) or (y) receipt of direction from the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes as described in clause (i) above. (c) If an Event of Default occurs and is continuing and is known to if Responsible Officer of the TrusteeTrustee has actual knowledge of such Event of Default, the Trustee shall mail to each Holder a notice of the Event of Default within 30 days after receipt by the occurrence thereofTrustee of notice of such Event of Default. Except in the case of an Event of Default in the payment of principal of or interest on any NoteBond, the Trustee may (but shall not be obligated to) 121 withhold the notice to the Holders if a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. (d) Subject to the last sentence of Section 8.2(b), in addition, if the . If an Event of Default described referred to in Section 6.1(aclause (ii)(A) of the Common Agreement above shall have occurred and be continuing, the Trustee may accelerate may, but shall not be obligated to, declare the maturity entire principal amount of the Notes as provided in clause (b) of Section 8.2 Bonds Outstanding, all interest accrued and unpaid thereon, and all other amounts payable under the Bonds and this Indenture, if any, to be due and payable notwithstanding the absence of direction from the Holders if of at least 33 1/3% in the judgment aggregate principal amount of the Bonds Outstanding directing the Trustee such action is necessary to protect accelerate the interests maturity of the HoldersBonds, unless the Holders of more than 66 2/3% of the Bonds Outstanding direct the Trustee not to accelerate the maturity of the Bonds. In addition, if one or more of the Events of Default referred to in clause (ii)(B) above shall have occurred and be continuing, the Trustee may, but shall not be obligated to, declare the entire principal amount of the Bonds Outstanding, all interest accrued and unpaid thereon, and all other amounts payable under the Bonds and this Indenture, if any, to be due and payable notwithstanding the absence of direction from the Holders of at least a majority in aggregate principal amount of the Bonds Outstanding directing the Trustee to accelerate the maturity of the Bonds, unless the Holders of more than 50% of the Bonds Outstanding direct the Trustee not to accelerate the maturity of the Bonds. (ea) At any time after the principal of the Notes Bonds shall have become due and payable upon a declared (but not an automatic) acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Holders of not less than a majority in aggregate principal amount of the Outstanding NotesBonds, by written notice to the Funding Corp. Corporation, the Partnership and the Trustee, may rescind and annul such declaration and its consequences if: (Ai) there shall have been paid to or deposited with the Trustee a sum sufficient to pay: (iA) all overdue installments of interest Overdue Interest on the NotesBonds; (iiB) the principal of any Notes Bonds that have become due otherwise (including Overdue Principal) other than by such declaration of acceleration and interest thereon at the respective rates provided in the Notes for late payments of principalPost Default Rate; (iiiC) to the extent that payment of such interest is lawful, interest upon overdue installments of interest Overdue Interest at the respective rates provided in the Notes for late payments of interest;Post Default Rate; and (ivD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel; and (Bii) all Events of Default, other than the non-payment nonpayment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 8.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.