Common use of Optional Preservation of Collateral Clause in Contracts

Optional Preservation of Collateral. If the Notes of a Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3% of the Aggregate Principal Amount of the Notes of the affected Series shall, elect to retain the Series Collateral securing the Notes intact for the benefit of the Holders of the Notes and in such event it shall deposit all funds received with respect to the Series Collateral into the Collection Account for such Series and apply such funds in accordance with the payment priorities set forth in the respective Series Supplements, as if there had not been such an acceleration; provided that, the Trustee shall have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms of the Series Supplement and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. Until the Trustee has elected, or has determined not to elect, to retain the Series Collateral pursuant to this Section 9.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Optional Preservation of Collateral. If the Notes of a Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3662/3% of the Aggregate Principal Amount of the Notes of the affected Series shall, elect to retain the Series Collateral securing the Notes intact for the benefit of the Holders of the Notes and the Swap Counterparty and in such event it shall deposit all funds received with respect to the Series Collateral into the Collection Account for such Series and apply such funds in accordance with the payment priorities set forth in the respective Series Supplementsthis Indenture, as if there had not been such an acceleration; provided that, the Trustee shall have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms of the Series Supplement this Indenture and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. Until the Trustee has elected, or has determined not to elect, to retain the Series Collateral pursuant to this Section 9.611.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplementthis Indenture. If the Trustee determines to retain the Series Collateral as provided in this Section 9.611.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.211.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Optional Preservation of Collateral. If the Notes of a Series have ------------------------------------ been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of the Majority Holders of 66 2/3% of the Aggregate Principal Amount of the Notes of the affected Series shall, elect to retain the Series Collateral securing the Notes intact for the benefit of the Holders of the Notes and in such event it shall deposit all funds received with respect to the Series Collateral into in the Collection Account for such Series and apply such funds in accordance with the payment priorities set forth in the respective Series SupplementsArticle VII of this Agreement, as if there had not been such an acceleration; , provided that, that the Trustee shall have determined that the distributions and other amounts receivable with respect to the Series such Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms of the Series Supplement hereof and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. For purposes of clause (ii) or (iii) of the proviso to Section 12.5(a) and this Section 12.6, the Trustee may, but need not, obtain and rely upon an opinion of an independent accountant or an independent investment banking firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the distributions and other amounts receivable with respect to the Collateral to make the required payments of principal of and interest on the Notes, and any such opinion shall be conclusive evidence as to such feasibility or sufficiency. Until the Trustee has elected, or has determined not to elect, to retain the Series Collateral pursuant to this Section 9.612.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series SupplementArticle VII of this Agreement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.612.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.2, 12.2 but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Optional Preservation of Collateral. If the all Series of Notes of a Series have been accelerated declared to be due and payable under Section 8.02 hereof following an Event of Default and such acceleration declaration and its consequences have not been rescinded and annulled, to the extent permitted by lawIndenture Trustee shall, the Trustee may, and at the request of Holders of 66 2/3% written direction of the Aggregate Principal Amount Global Requisite Majority, take possession of the Notes of the affected Series Collateral and shall, elect provided that such Collateral continues to retain provide sufficient funds for the payment of principal of and interest on all Series of Notes then Outstanding and for the payment of all payments under each Qualified Currency Hedge and each Interest Rate Hedge Agreement as they would have become due if there had not been such a declaration, hold and maintain the Collateral securing the Notes intact for the benefit of the Holders of Noteholders each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the Notes Administrative Agent and in such event it shall deposit apply all funds distributions received with respect on the Collateral, subject to the Series Collateral into the Collection Account for such Series and apply such funds in accordance with provisions of Section 3.02 of this Indenture, to the payment priorities set forth in of principal of and interest on all Series of Notes then Outstanding and to the respective Series Supplements, payment of all payments under each Qualified Currency Hedge and each Interest Rate Hedge Counterparty and all other amounts payable hereunder as if there had not been such an acceleration; provided that, the a declaration. The Indenture Trustee shall have determined that promptly notify each Noteholder, each Currency Hedge Counterparty, each Interest Rate Hedge Counterparty and the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms Administrative Agent of the Series Supplement and of such Notes if there had not been a declaration of acceleration of maturity of direction by the Notes. Until the Trustee has elected, or has determined not to elect, Global Requisite Majority to retain the Series Collateral pursuant to this Section 9.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon8.16.

Optional Preservation of Collateral. If the Notes of a Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3% of the Aggregate Principal Amount of the Notes of the affected Series shall, elect to retain the Series Collateral securing the Notes intact for the benefit of the Holders of the Notes and in such event it shall deposit all funds received with respect to the Series Collateral into the Collection Account for such Series and apply such funds in accordance with the payment priorities set forth in the respective Series Supplements, as if there had not been such an acceleration; provided thatPROVIDED THAT, the Trustee shall have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms of the Series Supplement and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. Until the Trustee has elected, or has determined not to elect, to retain the Series Collateral pursuant to this Section 9.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Optional Preservation of Collateral. If the Notes of a Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3% of the Aggregate Principal Amount of the Notes of the affected Series shall, elect to retain the Series Collateral securing the Notes intact for the benefit of the Holders of the Notes and the Swap Counterparty and in such event it shall deposit all funds received with respect to the Series Collateral into the Collection Account for such Series and apply such funds in accordance with the payment priorities set forth in the respective Series Supplementsthis Agreement, as if there had not been such an acceleration; provided that, the Trustee shall have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such Series as and when such principal and interest would have become due and payable pursuant to the terms of the Series Supplement this Agreement and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. Until the Trustee has elected, or has determined not to elect, to retain the Series Collateral pursuant to this Section 9.611.6, the Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplementthis Agreement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.611.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 9.211.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.