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

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to any series of Securities (other than an Event those Events of Default specified in Section 501(7Sections 5.1.5 and 5.1.6 insofar as they relate to the Company and the Guarantor but not to a Significant Subsidiary of the Guarantor)) with respect to Securities of any series at the time Outstanding , occurs and is continuing, then, then and in every such case, including an Event of Default in Sections 5.1.5 and 5.1.6 relating to a Significant Subsidiary of the Guarantor, the Trustee (if a Responsible Officer shall, at the written request of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may that series, by notice in writing to the Company, declare the principal amount of all the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest and any unpaid Additional Amounts thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) Sections 5.1.5 and 5.1.6 occurs and is continuingcontinuing with respect to the Company or the Guarantor (but not a Significant Subsidiary of the Guarantor), then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest interest, together with any Additional Amounts thereon, on all of the Outstanding Securities of any that series then Outstanding shall become immediately due automatically, and payable without any further declaration or other action on the part of the Trustee or the Holdersany Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If Unless the Board Resolution, supplemental indenture or Officers’ Certificate establishing such series provides otherwise, if an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount of all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such series portion of the principal amount of such Securities as may be specified by the terms thereof) and premium, if any, together with accrued and unpaid interest, if any, thereon, and Additional Amounts, if any, with respect thereto, to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount) and any premium, if any, together with accrued interest thereon and unpaid interest, if any, thereon, and Additional Amounts, if any, with respect thereto, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs should occur and is be continuing, then, then and in every such case, case the Indenture Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Outstanding Securities Notes are held of such series record or beneficially owned by NARC II, NMAC or any of their Affiliates) may declare the principal amount of all the Outstanding Securities of such series Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Indenture Trustee if given by HoldersNoteholders), and upon any such declaration such the unpaid principal amount of such Notes, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate of the Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Outstanding Securities Notes are held of such seriesrecord or beneficially owned by NARC II, NMAC or any of their Affiliates), by written notice to the Issuer, the Guarantors Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series (other than an Event of Default specified in Section 501(75.01(6) or (7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If Upon payment of said amounts, all obligations of the Company in respect of payment of principal of the Securities of such series shall terminate. Notwithstanding the foregoing, if an Event of Default specified in Section 501(75.01(6) or (7) hereof occurs and is continuingwith respect to the Company, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the all Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holdersnotice. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to any Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of (i) the series affected by such default (in the case of an Event of Default described in clause (1), (2), (3) or (7) of Section 501) or (ii) all series of Securities (subject to the immediately following sentence, in the case of an Event of Default described in clause (4) of Section 501) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities of the series affected by such series default or all series, as the case may be, to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified described in clause (5) or (6) of Section 501(7) occurs and is continuing501 shall occur, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount of the Outstanding Securities of any all series IPSO FACTO shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series (or of all series, as the case may be), by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to the Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall, declare the principal amount (or, if the Securities of such series are Discounted Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders)) and, and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(d) or (e) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, of all the Securities shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (8) or (9) of Default specified in Section 501(7)) 5.01 with respect to Securities the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of any series at the time Outstanding occurs Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary) shall occur and is be continuing, thenthe Trustee, in every such case, the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Company, or the Holders of not less than 25at least 25.0% in aggregate principal amount of the Outstanding Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in clause (8) or (9) of Section 501(7) 5.01 with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding Securities of any series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to any particular series of Debt Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case either the Trustee (if a Responsible Officer of for the Trustee has received written notice Debt Securities of such Event of Default) series or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such that series may declare the entire principal amount (or, in the case of Discounted Debt Securities, such lesser amount as may be provided for in the terms of that series) of all the Outstanding Debt Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the such Trustee if given by Holders), and upon any such declaration of acceleration such principal amount and any or such lesser amount, as the case may be, together with accrued interest thereon and all other amounts owing hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal ofwithout presentment, Additional Amountsdemand, if any, and any accrued and unpaid interest on the Outstanding Securities protest or notice of any series shall become immediately due and payable without any further action on the part kind, all of the Trustee or the Holderswhich are hereby expressly waived. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee for the Debt Securities of any series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such that series, by written notice to the Issuer, the Guarantors Company and the such Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or, in the case of Original Issue Discount Securities or Indexed Securities, such specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Issuer Event of Default (other than an Event of Default specified in Section 501(7)) should occur and be continuing with respect to Securities of any series at the time Outstanding occurs a Series, then and is continuing, then, in every such casecase (unless the related Terms Indenture provides otherwise) the Indenture Trustee may, or at the Trustee (if a Responsible Officer direction of the Trustee has received written notice of such Event of Default) or the Holders of not less Bonds representing more than 2550% in aggregate principal amount of the Outstanding Securities aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of such series may Series, shall declare all of the principal amount of all the Outstanding Securities Bonds of such series Series to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders)Issuer, and upon any such declaration the aggregate unpaid Principal Amount of such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuingBonds, then in every such case the principal of, Additional Amounts, if any, and any together with accrued and unpaid interest on with respect thereto through the Outstanding Securities end of any series the applicable Interest Accrual Period, shall become immediately due and payable without any further action on the part of next succeeding Payment Date and on each Payment Date thereafter, until all such principal and interest is paid in full, and unless such declaration and its consequences are earlier rescinded and annulled as provided in the Trustee or the Holdersfollowing paragraph. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due in respect of the Bonds has been obtained by the Indenture Trustee as hereinafter provided in this Article providedV, unless the related Terms Indenture provides otherwise, the Holders of a majority in aggregate principal amount Bonds representing more than 50% of the Outstanding Securities aggregate Principal Amount (or, in the case of such seriesa Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the Series that has been declared due and payable, by written notice to the Issuer, the Guarantors Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 2550% in aggregate principal amount of the Outstanding Securities of such series Debentures may declare the principal amount of all the Outstanding Securities of such series Debentures to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders); provided that, if an Event of Default occurs and is continuing, the Trustee or the Holders of not less than 50% in aggregate principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 50% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee, and upon any such declaration such principal amount (or specified amount) of and any the accrued interest thereon (including any Additional Interest if any) on all the Debentures shall become immediately due and payable. If an Event ; provided that the payment of Default specified in Section 501(7) occurs principal and is continuing, then in every such case the principal of, interest (including any Additional Amounts, Interest if any, and any accrued and unpaid interest ) on the Outstanding Securities of any series Debentures shall become immediately due and payable without any further action on remain subordinated to the part of the Trustee or the Holdersextent provided in Article 12. At any time after such a declaration of acceleration with respect to Securities of any series Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesDebentures, by written notice to the Issuer, the Guarantors Company and the Trustee, Trustee may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (3) or (4) of Default specified in Section 501(7)) 5.01 with respect to Securities of any series at the time Outstanding occurs Company) shall occur and is be continuing, thenthe Trustee, in every such case, the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities of such series to be due and payable immediately, by a notice upon which declaration, all amounts payable in writing to respect of the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon Securities shall become immediately be due and payablepayable as of the date which is five Business Days after the giving of such notice. If an Event of Default specified in clause (3) or (4) of Section 501(7) 5.01 with respect to the Company occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding Securities of any series shall ipso facto become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default for a Series of Securities occurs and is continuing (other than an Event of Default specified referred to in Section 501(76.1(e) or (f)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case), the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding such Series of Securities of such series may declare the unpaid principal amount of all the Outstanding such Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holdersspecifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and upon any such declaration such principal amount and any accrued interest thereon the same shall become immediately due and payable. If an Event of Default specified referred to in Section 501(76.1(e) occurs and is continuingor (f) occurs, then in every such case the principal of, Additional Amounts, if any, and any amount plus accrued and unpaid interest on the Outstanding such Series of Securities of any series shall will become immediately due and payable without any further action on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of such seriesthat Series, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration and its consequences if:if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (7) or (8) of Default specified in Section 501(7)) 5.1 with respect to Securities of any series at the time Outstanding occurs Company) shall occur and is be continuing, thenthe Trustee, in every such caseby notice to the Company, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of such series then Outstanding, by notice to the Trustee and the Company, may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding outstanding Securities of such series to be due and payable immediately, by a notice upon which declaration, all amounts payable in writing to respect of the Issuer with a copy to Securities (i) shall be due and payable and (ii) if there are any amounts outstanding under the Parent Guarantor (and to the Trustee if given by Holders)New Credit Agreement, and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payablepayable upon the first to occur of an acceleration under the New Credit Agreement or five business days after receipt by the Company and the Representative under the New Credit Agreement of such notice of acceleration. If an Event of Default specified in clause (7) or (8) of Section 501(7) 5.1 with respect to the Company occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding outstanding Securities of any series shall ipso facto become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in under Section 501(75.01(g)) with respect to Securities of any series at the time Outstanding occurs should occur and is be continuing, then, then and in every such case, case the Indenture Trustee (if which may be at the direction of Holders representing not less than a Responsible Officer majority of the Trustee has received written notice Outstanding Amount of such Event of DefaultDeferred Fuel Cost Bonds) or the Holders of representing not less than 25% in aggregate principal amount a majority of the Outstanding Securities Amount of such series the Deferred Fuel Cost Bonds may declare the principal amount of all the Outstanding Securities of such series Deferred Fuel Cost Bonds to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Indenture Trustee if given by Holders), and upon any such declaration such the unpaid principal amount of the Deferred Fuel Cost Bonds, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, V; provided that the Holders of representing not less than a majority in aggregate principal amount of the Outstanding Securities Amount of such seriesthe Deferred Fuel Cost Bonds, by written notice to the Issuer, the Guarantors Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)clause 4.01(7) or (8)) with respect to the Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare all of the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon the Notes shall become immediately due and payable. In the event of a declaration of acceleration because an Event of Default specified in Section 4.01(5) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness which is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such Indebtedness within 90-days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default has occurred during such 90-day period which has not been cured or waived. If an Event of Default specified in clauses (7) or (8) of Section 501(7) occurs 4.01 occurs, the Securities then outstanding shall ipso facto become and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If (x) an Event of Default (other than an Event of Default specified in Section 501(75.01(f), (g) or (h) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then, continuing then and in every such case, case the Trustee (if a Responsible Officer or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee has received written notice upon the request of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding Securities of such series may shall, declare the all principal amount of all the Outstanding Securities of such series Notes to be due and payable immediatelyimmediately in an amount equal to the principal amount of the Notes, premium, if any, thereon plus accrued and unpaid interest, if any, to the date the Notes become due and payable by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee Trustee, if given by the Holders), ) and upon any such declaration such principal amount principal, premium, if any, and any accrued interest thereon interest, shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(f), (g) or (h) with respect to the Company occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding Securities of any series Notes then outstanding shall ipso facto become and be immediately due ---- ----- and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Notes. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes then Outstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in under Section 501(75.01(g)) should occur and be continuing with respect to Securities of any series at the time Outstanding occurs Series, then and is continuing, then, in every such case, case the Indenture Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount representing a majority of the Outstanding Securities Amount of the Nuclear Asset-Recovery Bonds of such series Series may declare the principal amount of all the Outstanding Securities Nuclear Asset-Recovery Bonds of such series Series to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Indenture Trustee and the Commission if given by Holders), and upon any such declaration such the unpaid principal amount of the Nuclear Asset-Recovery Bonds of such Series, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of representing a majority in aggregate principal amount of the Outstanding Securities Amount of the Nuclear Asset-Recovery Bonds of such seriesSeries, by written notice to the Issuer, the Guarantors Commission and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If As provided in and subject to the provisions of this Indenture, if an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to the Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate outstanding principal amount of the Outstanding Securities of such series may declare the principal amount of and interest (including Additional Sums and Additional Amounts, if any) on all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Note Issuer with a copy to and the Parent Guarantor Guarantors (and to the Trustee if given by Holders), provided, that if the Trustee or such Holders fail to do so, the Preferred Trustee shall have such right by a notice in writing to the Note Issuer and the Trustee; and upon any such declaration such principal specified amount of and any the accrued interest thereon (including Additional Sums and Additional Amounts, if any) on all the Securities shall become immediately due and payable. If an Event , provided, that the payment of Default specified in Section 501(7) occurs principal and is continuing, then in every such case the principal of, interest (including Additional Sums and Additional Amounts, if any, and any accrued and unpaid interest ) on such Securities shall remain subordinated to the Outstanding Securities of any series shall become immediately due and payable without any further action on the part extent provided in Article XII of the Trustee or the HoldersIndenture. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Note Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (other than an Event a), (b), (c), (d), or (g) of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding 7.1 above occurs and is continuing, then, and in each and every such case, unless the principal of all of the Debentures shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Debentures then Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelyhereunder, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holdersthe Holders of Debentures), may declare the entire principal of all Debentures and all interest accrued thereon (including any Additional Payments) and any other amounts payable hereunder to be due and payable immediately, and upon any such declaration such principal amount and any accrued interest thereon the same shall become immediately due and payable. If an Event of Default specified described in clause (e) or (f) of Section 501(77.1 occurs, the entire principal of all Debentures and all interest accrued thereon (including any Additional Payments) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series other amounts payable hereunder shall become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedhereinafter, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesDebentures, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series (other than an Event of Default specified in Section 501(75.01(5)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If Upon payment of said amounts, all obligations of the Company in respect of payment of principal of the Securities of such series shall terminate. Notwithstanding the foregoing, if an Event of Default specified in Section 501(75.01(5) hereof occurs and is continuingwith respect to the Company, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the all Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holdersnotice. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 501(7)6.01) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Notes may declare the principal amount of all the Outstanding Securities of such series Notes, together with all accrued and unpaid interest and Additional Amounts, if any, to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon amounts shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default specified in clause (7) or (8) of Section 501(7) 6.01 occurs and is continuing, then in every such case the principal ofof the Notes, together with all accrued and unpaid interest and Additional Amounts, if any, shall automatically be accelerated and any accrued such amounts, as of the date of acceleration, shall be and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable immediately, without any further action notice or other act on the part of the Trustee or any Holder of the HoldersNotes. Upon any acceleration pursuant to this Section 6.03, the Trustee and the Collateral Agent, through their agents and attorneys, may proceed, and upon the request of Holders of not less than a majority in principal amount of the Outstanding Notes shall proceed, to foreclose on the Collateral. To institute such foreclosure proceedings, the Trustee shall deliver a Notice of Sale as prescribed by each applicable Collateral Document, in each case with a copy to the Company. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuingshall have occurred, then, unless waived pursuant to Section 6.15 hereof, and in every such case, the Control Party may, and the Trustee (if a Responsible Officer shall, at the written direction of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may Control Party, declare the principal amount of all the Aggregate Outstanding Securities of such series Note Balance to be immediately due and payable immediatelypayable, by a notice given in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration declaration, such principal amount Aggregate Outstanding Note Balance and any all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case under the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series Notes shall become immediately due and payable without any presentment, demand, protest or other notice of any kind (except such notices as shall be expressly required by the provisions of this Indenture), all of which are hereby expressly waived by the Issuer; provided that if such Event of Default consists of an Insolvency Event with respect to the Issuer, then the Aggregate Outstanding Note Balance and all such accrued interest shall be automatically due and payable without the need for any such notice or further action on the part of the Trustee or the Holdersby any Person. At any time after such a declaration of acceleration with respect to Securities has been made, but before any Sale of any series the Collateral has been made and before or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesControl Party, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration and its consequences ifif (notwithstanding Section 6.15 hereof) (a) and (b) below are satisfied:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to any Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of (i) the series affected by such default (in the case of an Event of Default described in clause (1), (2), (3) or (7) of Section 501)or (ii) all series of Securities (subject to the immediately following sentence, in the case of an Event of Default described in clause (4) of Section 501) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities of the series affected by such series default or all series, as the case may be, to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified described in clause (5) or (6) of Section 501(7) occurs and is continuing501 shall occur, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount of the Outstanding Securities of any all series IPSO FACTO shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series (or of all series, as the case may be), by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)Sections 5.01(e) and (f) with respect to Securities of any series at the time Outstanding occurs Company) shall occur and is continuing, then, in every such casebe continuing with respect to this Indenture, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of such series may Holders shall, declare the all unpaid principal amount of of, premium, if any, and accrued interest on all the Outstanding Securities of such series to be due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount principal, premium, if any, and any accrued interest thereon shall become immediately due and payablepayable immediately. If an Event of Default specified in clause (e) or (f) of Section 501(7) 5.01 occurs with respect to the Company and is continuing, then all the Securities shall IPSO FACTO become and be due and payable immediately in every such case an amount equal to the principal ofamount of the Securities, Additional Amountstogether with accrued and unpaid interest thereon, if any, and any accrued and unpaid interest on to the Outstanding date the Securities of any series shall become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or any Holder. Thereupon, the HoldersTrustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Securities by appropriate judicial proceedings. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and the Securities, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If Upon the occurrence of an Event of Default Default, (other than an a) if such Event of Default specified is one referred to in clause (a), (b), (c), (e) or (f) of Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case8.01, the Trustee (if a Responsible Officer may, and upon the direction of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities Outstanding, shall, and (b) if such Event of such series may Default is the one referred to in clause (d) of Section 8.01 (including without limitation an event of default under any Lease which has resulted in an Event of Default referred to in clause (a) or (b) of Section 8.01) under circumstances in which the related Pledged Lessor Bonds have been declared immediately due and payable, the Trustee, shall declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (Company and to the Trustee if given by Holders)ELI, and upon any such declaration such principal amount and any accrued interest thereon shall become xecome immediately due and payable. If an ; provided that no such declaration shall be made (and no action under Section 8.03 or 8.05 shall be taken) in cases in which the Event of Default specified is one referred to in clause (a) or (b) of Section 501(7) occurs and is continuing, then in every 8.01 which resulted directly from a failure of ELI to make any payment of rent under any Lease until xxch time as the Lessor under such case Lease has been given the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part opportunity to exercise its rights under Section 7.16 of the Trustee or the Holdersrelated Lease Indenture. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment any sale of the money due has Pledged Property, or any part thereof, shall have been obtained by the Trustee made pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an a Debenture Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Debentures may declare the principal amount of all the Outstanding Securities of such series Debentures to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee, and upon any such declaration such principal amount (or specified amount) of and any the accrued interest thereon (including any Additional Interest) on all the Debentures shall become immediately due and payable. If an Event , PROVIDED that the payment of Default specified in Section 501(7principal and interest (including any Additional Interest) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series Debentures shall become immediately due and payable without any further action on remain subordinated to the part of the Trustee or the Holdersextent provided in Article 12. At any time after such a declaration of acceleration with respect to Securities of any series Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesDebentures, by written notice to the Issuer, the Guarantors Company and the Trustee, Trustee may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) shall have occurred and be continuing with respect to Securities of any series at the time Outstanding occurs and is continuingOutstanding, then, then in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or case the Holders of not less than 2575% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any receipt by the Company of notice of such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If ; provided, however, that if an Event of Default specified shall have occurred and be continuing with respect to more than one series of Securities, the Holders of not less than 75% in Section 501(7) occurs and is continuing, then in every such case the aggregate principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount of the Outstanding Securities of any series shall become immediately due all such series, considered as one class, may make such declaration of acceleration, and payable without any further action on not the part Holders of the Trustee or the HoldersSecurities of any one of such series. At any time after such a declaration of acceleration with respect to Securities of any series has shall have been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If A default as described in Section 5.01(4) will not be deemed an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, until the Trustee (if a Responsible Officer of notifies the Trustee has received written notice of such Event of Default) Company, or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities Notes notify the Company in writing and the Trustee, of the default and the Company does not cure the default within 90 calendar days after receipt of such series may declare notice. The notice must reference the Company, as issuer, the Units and this Indenture and specify the default, demand that it be remedied and state that the notice is a “Notice of Default.” If such a default is cured within such time period, it ceases. If an Event of Default with respect to Notes at the time Outstanding (other than an Event of Default described in Section 5.01(5) or Section 5.01(6)) occurs and is continuing, either the Trustee or the Holders of not less than 25% in principal amount of all the Outstanding Securities of such series to be due and payable immediatelyNotes may, by a written notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), declare all Notes to be due and upon any payable immediately. Upon such declaration such principal amount and any accrued interest thereon shall become immediately of acceleration, all future, scheduled Installment Payments on the Notes will be due and payablepayable immediately. If an Event of Default specified described in Section 501(75.01(5) or Section 5.01(6) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall amount will automatically become immediately due and payable without any further action declaration, notice or other act on the part of the Trustee or the any Holders. At any time after such a declaration of acceleration with respect to Securities of any series Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(76.01(a), Section 6.01(b) with respect to Securities of any series at the time Outstanding occurs or 6.01(d) hereof should occur and is be continuing, then, and in every such case, the Trustee (if a Responsible Officer at the direction of the Trustee has received written notice of such Event of Default) or the Holders of Noteholders representing not less than 25% in aggregate principal amount a majority of the Outstanding Securities Amount of such series may the Highest Priority Notes will declare the principal amount of all the Outstanding Securities of such series Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders)Authority, and upon any such declaration such the unpaid principal amount of such Outstanding Notes, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default that is specified in Section 501(76.01(c) hereof occurs and is continuing, then the Trustee will, at the written direction of the Noteholders of at least a majority of the Outstanding Amount of each Class of Notes declare the Notes to be immediately due and payable, by a notice in every such case writing to the principal of, Additional Amounts, if anyAuthority, and upon any such declaration, the unpaid principal amount of such Outstanding Notes, together with accrued and unpaid interest on thereon through the Outstanding Securities date of any series acceleration, shall become immediately due and payable without any further action on the part of the Trustee or the Holderspayable, subject to Section 6.04 hereof. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of Noteholders representing a majority in aggregate principal amount of the Outstanding Securities Amount of such seriesthe Highest Priority Notes or, with respect to a declaration of acceleration based solely upon an Event of Default specified in Section 6.01(c) hereof, a majority of the Outstanding Amount of each Class of Notes, by written notice to the Issuer, the Guarantors Authority and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to the Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall, declare the principal amount (or, if the Securities of such series are Discounted Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders)) and, and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(d) or (e) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, of all the Securities shall IPSO FACTO become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of by notice to the Trustee has received written notice of such Event of Default) Company or the Holders of not less than at least 25% in aggregate principal amount Original Principal Amount of the Outstanding Securities of such series at the time outstanding by written notice to the Company and the Trustee, may declare the principal amount Accreted Principal Amount of all the Outstanding Securities through the date of such series to be due and payable immediatelydeclaration, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if anyContingent Accretion, and any accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) through the date of such declaration, on all the Outstanding Securities of any series shall become to be immediately due and payable. Upon such a declaration, such Accreted Principal Amount, such accrued Contingent Accretion, and such accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) shall be due and payable without any further action on the part of the Trustee or the Holdersimmediately. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount Original Principal Amount of the Outstanding Securities of such seriesthen outstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may waive all defaults with respect to the Securities and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs shall have occurred and is be continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Outstanding Securities of such series Bonds then Outstanding, considered as one class, may declare the principal amount (or, if any of the Bonds are Discount Bonds, such portion of the principal amount of such Bonds as may be specified in the terms thereof as contemplated by Section 3.01) of all the Bonds then Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with premium, if any, and any accrued interest thereon interest, if any, thereon, shall become immediately due and payable. If ; provided, however, that with respect to an Event of Default described in Section 10.01(d) or (e), the principal amount (or, if any of the Bonds are Discount Bonds, such portion of the principal amount of such Bonds as may be specified in the terms thereof as contemplated by Section 501(73.01) occurs and is continuing, of all Bonds then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately be due and payable immediately without any further action on the part of by the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of the Maturity of the Bonds then Outstanding shall have been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has shall have been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders Event or Events of a majority Default giving rise to such declaration of acceleration shall, without further act and notwithstanding anything to the contrary in aggregate principal amount Section 316(a) of the Outstanding Securities of such seriesTrust Indenture Act, by written notice be deemed to the Issuerhave been waived, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 501(7)501) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, then either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal amount or such lesser amount, as the case may be, and any such accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in clause (7) or (8) of Section 501(7) occurs and is continuing501 with respect to the Securities of any series occurs, then in every such case the principal ofof all of the Securities of such series, Additional Amountsor such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or any Holder of the HoldersSecurities of such series. At any time after such a declaration of acceleration with respect to Securities of any series has have been made accelerated by declaration of the Trustee or the Holders and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the IssuerCompany, the Guarantors Guarantor and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (8) or (9) of Default specified in Section 501(7)) 5.01 with respect to Securities the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of any series at the time Outstanding occurs Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary) shall occur and is be continuing, thenthe Trustee, in every such case, the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Company, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in clause (8) or (9) of Section 501(7) 5.01 with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding Securities of any series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified described in Section 501(7)) 501 with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount amount, if any, of the Outstanding Securities of such series may that series, subject to the subordination provisions thereof, if any, declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities of such that series and all interest thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), ) and upon any such declaration such principal amount and any accrued interest thereon (or specified portion thereof) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series (or of all series, as the case may be), by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default6.1(6) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing (7) relating to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7Company) occurs and is continuing, then in every such case case, unless the principal ofof all of the Securities shall have already become due and payable, Additional Amountseither the Trustee or the Holders of at least 25% in aggregate principal amount of then outstanding Securities, by a notice in writing to the Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all princi- 51 pal, premium, if any, accrued interest and any Liquidated Damages, if any, of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), with respect thereto, to be due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) relating to the Company occurs, all principal, premium, if any, accrued interest and unpaid interest Liquidated Damages on the Outstanding Securities of any series shall become or with respect thereto will be immediately due and payable on all outstanding Securities without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedVI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of such seriesthen outstanding Securities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration and its consequences of acceleration if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 2533% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Corporation (and to the Trustee if given by Holders), provided, however, that in the case of the Securities of a series issued to an Issuer Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 33% in principal amount of the Outstanding Securities of such series fail to declare the principal of all the Outstanding Securities of such series to be immediately due and payable, the holders of at least 33% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Preferred Securities issued by such Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and any the accrued interest thereon (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Corporation and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7Sections 5.1(h) and (i)) with respect to Securities of any series at the time Outstanding occurs shall occur and is be continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities Notes then outstanding may, and the Trustee at the request of such series may declare the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Outstanding Securities of such series Notes to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holdersthe Holders of the Notes); provided that so long as the Credit Agreement is in effect, and upon any such declaration shall not become effective until the earlier of (a) five Business Days after receipt of such notice of acceleration from the Holders or the Trustee by the agent under the Credit Agreement or (b) acceleration of the Indebtedness under the Credit Agreement. Thereupon such principal amount and any accrued interest thereon shall become immediately due and payable, and the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceeding. If an Event of Default specified in clause (h) or (i) of Section 501(7) 5.1 occurs and is continuing, then all the Notes shall ipso facto become and be immediately due and payable, in every such case an amount equal to the principal ofamount of the Notes, Additional Amountstogether with accrued and unpaid interest, if any, and any accrued and unpaid interest on to the Outstanding Securities of any series shall date the Notes become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or any Holder. The Trustee or, if notice of acceleration is given by the Holders, the Holders shall give notice to the agent under the Credit Agreement of any such acceleration. At any time after such a declaration of acceleration with respect to Securities of any series has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes outstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)Sections 5.01(e) or (f) with respect to Securities of any series at the time Outstanding occurs Company) shall occur and is continuing, then, in every such casebe continuing with respect to this Indenture, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of such series may Holders shall, declare the all unpaid principal amount of of, premium, if any, and accrued interest on all the Outstanding Securities of such series to be due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount principal, premium, if any, and any accrued interest thereon shall become immediately due and payablepayable immediately. If an Event of Default specified in clause (e) or (f) of Section 501(7) 5.01 occurs with respect to the Company and is continuing, then all the Securities shall IPSO FACTO become and be due and payable immediately in every such case an amount equal to the principal ofamount of the Securities, Additional Amountstogether with accrued and unpaid interest thereon, if any, and any accrued and unpaid interest on to the Outstanding date the Securities of any series shall become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or any Holder. Thereupon, the HoldersTrustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Securities by appropriate judicial proceedings. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and the Securities, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences ifif the Company has paid or deposited with the Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 501(7)501) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, then either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount or such lesser amount, as the case may be, and any such accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 501(7) occurs and is continuing501 with respect to the Securities of any series occurs, then in every such case the principal ofof all of the Securities of such series, Additional Amountsor such lesser amount as may be provided for in the Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or any Holder of the HoldersSecurities of such series. At any time after such a declaration of acceleration with respect to Securities of any series has have been made accelerated (whether by declaration of the Trustee or the Holders or automatically) and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs shall have occurred and is be continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% thirty-three percentum (33%) in aggregate principal amount of the Securities then Outstanding Securities of such series may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all the Securities then Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with premium, if any, and any accrued interest thereon interest, if any, thereon, shall become immediately due and payable. If , all subject, however, in the case of an Event of Default specified described in clause (6) of Section 501(7) occurs and is continuing1001, then to the proviso contained in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holdersclause (6). At any time after such a declaration of acceleration with respect to of the Maturity of the Securities has been made, but before any sale of any series of the Mortgaged Property has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedTen, the Holders Event of a majority in aggregate principal amount Default giving rise to such declaration of the Outstanding Securities of such seriesacceleration shall, by written notice without further act, be deemed to the Issuerhave been waived, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs should occur and is be continuing, then, then and in every such case, case the Indenture Trustee (if a Responsible Officer may with the written consent of the Trustee has received Insurer, or shall at the direction of the Insurer or upon the prior written notice direction of such Event of Default) or the Holders of Class A Notes representing not less than 25% in aggregate principal amount a majority of the Outstanding Securities Amount of such series may the Class A Notes, declare the principal amount of all the Outstanding Securities of such series Class A Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to and the Parent Guarantor Insurer (and to the Indenture Trustee if given by HoldersNoteholders), and upon any such declaration such the unpaid principal amount of such Class A Notes, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Insurer or the Holders of Class A Notes representing a majority in aggregate principal amount of the Outstanding Securities Amount of such seriesthe related Class A Notes, with the written consent of the Insurer, by written notice to the Issuer, the Guarantors Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)Sections 5.01(g) and (h) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then, in every such casecontinuing with respect to the Notes, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities Notes may, and the Trustee upon the request of such series may the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall, declare the principal amount of all the Outstanding Securities of such series Notes to be due and payable immediatelyimmediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes shall have become due and payable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee Trustee, if given by Holders)) and, if a Credit Facility is in effect, to the relevant Agent under the Credit Facility in accordance with the terms of the Intercreditor Agreement, and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7Sections 5.01(g) or (h) occurs with respect to the Company and is continuing, then all the Notes shall ipso facto become and be immediately due and payable, in every such case an amount equal to the principal ofamount of the Notes, Additional Amountstogether with accrued and unpaid interest, if any, and any accrued and unpaid interest on to the Outstanding Securities of any series shall date the Notes become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of or acceleration has been made with respect to Securities of any series has been made the Notes, and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article providedArticle, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)Sections 5.01(e) and (f) with respect to Securities of any series at the time Outstanding occurs Company) shall occur and is continuing, then, in every such casebe continuing with respect to this Indenture, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding Securities may, and the Trustee at the request of such series may Holders shall, declare the all unpaid principal amount of of, premium, if any, and accrued interest on all the Outstanding Securities of such series to be due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount principal, premium, if any, and any accrued interest thereon shall become immediately due and payablepayable immediately. If an Event of Default specified in clause (e) or (f) of Section 501(7) 5.01 occurs with respect to the Company and is continuing, then all the Securities shall ipso facto become and be due and payable immediately in every such case an amount equal to the principal ofamount of the Securities, Additional Amountstogether with accrued and unpaid interest thereon, if any, and any accrued and unpaid interest on to the Outstanding date the Securities of any series shall become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or any Holder. Thereupon, the HoldersTrustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Securities by appropriate judicial proceedings. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and the Securities, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)5.01(d) or (e) with respect to Securities of any series at the time Outstanding Company or the Co-Obligor) occurs and is continuing, then, then 48 56 in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount sum of all the Outstanding Issue Price plus accrued Original Issue Discount from the date of issue of the Securities to the date of such series declaration and the interest accrued thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Issuers (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued interest thereon the same shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(d) or (e) occurs and is continuingwith respect to the Company or the Co-Obligor, then in every such case the principal of, Additional Amounts, if anysum of the Issue Price plus accrued Original Issue Discount from the date of issue of the Securities to the date of declaration, and any accrued and unpaid interest on all the Securities then Outstanding Securities of any series shall ipso facto become immediately due and payable without any further action declaration or other Act of the Holders or any act on the part of the Trustee or the HoldersTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Issuers and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default or Illegality Event with respect to any series of Securities (other than an Event those Events of Default specified in Section 501(7Sections 5.1.5 and 5.1.6 insofar as they relate to the Company and the Guarantor but not to a Significant Subsidiary of the Guarantor)) with respect to Securities of any series at the time Outstanding , occurs and is continuing, then, then and in every such case, including an Event of Default in Sections 5.1.5 and 5.1.6 relating to a Significant Subsidiary of the Guarantor, the Trustee (if a Responsible Officer shall, at the written request of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may that series, by notice in writing to the Company, declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest and any unpaid Additional Amounts thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) Sections 5.1.5 and 5.1.6 occurs and is continuingcontinuing with respect to the Company or the Guarantor (but not a Significant Subsidiary of the Guarantor), then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest interest, together with any Additional Amounts thereon, on all of the Outstanding Securities of any that series then Outstanding shall become immediately due automatically, and payable without any further declaration or other action on the part of the Trustee or the Holdersany Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued interest thereon or specified portion thereof shall become immediately due and payable. If an Event of Default specified with respect to the Securities set forth in Section Sections 501(7) or (8) occurs and is continuing, then in every such case all the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable payable, without any further action on notice to the part of Company, at the Trustee or principal amount thereof plus accrued interest to the Holdersdate the Securities are paid plus the Make-Whole Amount, if any. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)5.1(g) with respect to Securities of any series at the time Outstanding or (h) hereof) occurs and is continuing, thenthe Trustee, by written notice to the Company, or the Holders of not less than 25% in every such caseaggregate principal amount of the Securities then Outstanding, by written notice to the Company and to the Trustee, may, and the Trustee (if a Responsible Officer on the request of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelyshall, by a notice in writing to the Issuer with a copy Company, declare all unpaid principal of and premium, if any, accrued and unpaid interest and Liquidated Damages, if any, on all the Securities to be due and payable immediately, on which declaration all amounts payable in respect of the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon Securities shall become be immediately due and payable. If an Event of Default specified of any type described in Section 501(75.1(g) occurs and is continuingor (h) hereof occurs, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series amounts described above shall become and be immediately due and payable payable, to the extent permitted by applicable law, without any further action declaration, notice or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and made, but before the Trustee obtains a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul each such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. The following shall replace Section 502 of the Base Indenture in its entirety: If an Event of Default with respect to the Notes occurs and is continuing (other than an Event of Default specified in Section 501(7sub-clauses (f) or (g) above relating to the Company)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every each such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelyNotes then Outstanding, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders) (an "Acceleration Notice"), and upon any such declaration such principal amount and any may declare all principal, determined as set forth below, including in each case accrued interest thereon shall become immediately thereon, to be due and payablepayable immediately. If an Event of Default specified in Section 501(7sub-clauses (f) or (g) above occurs relating to the Company or any Significant Subsidiary, all principal and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series thereon shall become be immediately due and payable on all Outstanding Notes without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the The Holders of a majority in aggregate principal amount of the Notes then Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Trustee and the Trustee, Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) on the Notes under this Fourth Supplemental Indenture. Holders of a majority in principal amount of the then Outstanding Notes may rescind and annul such declaration an acceleration and its consequences if:consequence (except an acceleration due to nonpayment of principal or interest on the Notes) if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than the non-payment of accelerated principal) have been cured or waived.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)6.1(6) with respect or (7) relating to Securities of any series at the time Outstanding Company) occurs and is continuing, then, then in every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelythen outstanding Securities, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), and upon any such declaration such may declare all of the principal amount and any of the Securities (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case premium, if any, accrued interest thereon shall become immediately and Liquidated Damages on or with respect thereto, to be due and payablepayable immediately. If an Event of Default specified in Section 501(76.1(6) occurs and is continuingor (7) relating to the Company occurs, then in every such case the principal ofall principal, Additional Amountspremium, if any, accrued interest and any accrued and unpaid interest Liquidated Damages on the Outstanding Securities of any series shall become or with respect thereto will be immediately due and payable on all outstanding Securities without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedVI, the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of such seriesthen outstanding Securities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration and its consequences of acceleration if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may shall have the right to declare the principal amount of and the interest on all the Outstanding Securities of such series and any other amounts payable hereunder to be due and payable immediately, PROVIDED, HOWEVER, that if upon an Event of Default, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities fail to declare the payment of all amounts on the Securities to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of Capital Securities then outstanding shall have such right, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), Holders or the holders of Capital Securities) and upon any such declaration such principal amount and any all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:if (1)

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) occurs with respect to Senior Debt Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series may declare the principal amount (or, in the case of Original Issue Discount Securities, the accreted face amount together with accrued interest, if any, on) of all the Outstanding Senior Debt Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor (and to the Trustee if given by the Holder or Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice to the IssuerCompany, the Guarantors Guarantor and the Trustee, may rescind and or annul such declaration of acceleration and its consequences (including any Event of Default under another series of Senior Debt Securities arising therefrom) but only if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an a Event of Default specified in Section 501(7)Sections 501(e) and (f) with respect to Securities of any series at the time Outstanding occurs Company or Xxxx Atlantic) shall occur and is continuing, then, in every such casebe continuing with respect to this Indenture, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount at Maturity of the Outstanding Securities may, and the Trustee at the request of such series may Holders shall, declare the all unpaid principal amount of of, premium, if any, and accrued interest on all the Outstanding Securities of such series to be due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), the Holders of the Securities) and upon any such declaration declaration, such principal amount principal, premium, if any, and any accrued interest thereon shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(7Sections 501(e) or (f) occurs with respect to the Company and is continuing, then all the Securities shall IPSO FACTO become and be due and payable immediately in every such case an amount equal to the principal ofamount of the Securities, Additional Amountstogether with accrued and unpaid interest, if any, and any accrued and unpaid interest on to the Outstanding date the Securities of any series shall become immediately due and payable payable, without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after After such a declaration of acceleration with respect to Securities of any series has been made and the Securities, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority aggregate in aggregate principal amount at Maturity of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (d) or (e) of Section 501(7)501) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of (a) in the case of an Event of Default specified in clause (a) and (b) of Section 501, not less than 25% or (b) in the event of any other Event of Default, 51% in aggregate principal amount of the Notes then Outstanding Securities may, and the Trustee at the written request of such series may Holders will, declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amountsaccrued interest on and Make-Whole Premium, if any, and any other amounts payable on all of the Outstanding Notes immediately due and payable and, upon any such declaration, such principal, interest and Make-Whole Premium, if any, will become due and payable immediately; provided that in the case of an Event of Default with respect to the Company described in clause (d) or (e) of Section 501, the entire Outstanding principal amount of, the accrued and unpaid interest on the Outstanding Securities of and any series other amounts payable with respect to such Notes shall automatically become immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money principal amount of Notes then due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, Company by written notice to the Issuer, the Guarantors and a Responsible Officer of the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(f) or (g)), occurs and is continuing, then, then in every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, in the case of certain Securities which provide for less than the entire principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to this Section 5.2, such portion of the principal amount as may be specified in the terms of that series of Securities) and the interest accrued thereon of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any interest accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(e) or (f) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount (or portion thereof) of all the Outstanding Securities of any that series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the any Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(77.1(e)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount of all the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor Collateral Agent (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), including all accrued and any accrued unpaid interest thereon of the Outstanding Securities of such series, shall become immediately due and payable. If an Event of Default specified in Section 501(77.1(e) occurs and is continuingwith respect to Securities Outstanding at the time occurs, then in every such case the principal ofamount, Additional Amounts, if any, and any including all accrued and unpaid interest on interest, of all the Outstanding Securities of any each series shall become immediately due automatically, and payable without any further declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. For the Holderspurposes of this Section 7.2, all series of Outstanding Securities shall collectively be treated as a single series of Securities, except where the Event of Default relates to one or more series of Securities but not to all series of Securities. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the IssuerCompany, the Guarantors Collateral Trustee and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. Section 6.02 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes and any reference to Section 6.02 of the Base Indenture with respect to the Notes shall be superseded by and references thereto shall be deemed to refer to this Section 6.02. If an Event of Default (with respect to the Notes, other than an Event of Default specified in pursuant to Section 501(7)6.01(ix) or (x) with respect to Securities of any series at the time Outstanding Company, occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series outstanding Notes may declare the principal amount of all the Outstanding Securities of such series Notes to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified portion) shall become immediately due and payable. If an Event of Default specified in Section 501(7with respect to the Notes pursuant to Sections 6.01(x) or (xi) occurs and is continuingwith respect to the Company, then in every such case the principal of, Additional Amountsamount of the Notes and accrued and unpaid interest, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall automatically become immediately due and payable without any further action on the part of the Trustee or the Holderspayable. At any time after such a declaration of acceleration with respect to Securities of any series the Notes has been made and before a judgment or decree for payment of the money due based on such acceleration has been obtained by the Trustee as hereinafter provided for in this Article providedSection 6.03 of the Base Indenture, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesoutstanding Notes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:if all Events of Default with respect to the Notes, other than the non-payment of the principal and interest, if any, of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.05 of this First Supplemental Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clauses (other than an Event of Default specified in Section 501(71), (2), (3), (4), (5) (unless with respect to Securities the Company), (6) (unless with respect to the Company) or (7) of any series Section 501 with respect to Notes at the time Outstanding occurs shall occur and is be continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Company or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Notes by written notice to the Company with a copy to the Trustee may declare the principal amount and all other amounts owing thereunder of all of the Outstanding Securities of such series Notes to be due and payable immediately, immediately by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) and any accrued interest thereon all other amounts owing thereunder shall become immediately due and payable. If an any Event of Default specified described in clause (5) (with respect to the Company) or (6) (with respect to the Company) of Section 501(7) 501 occurs and is continuing, then in every such case the all principal of, Additional Amounts, if any, amount and any accrued and unpaid interest on the Outstanding Securities of any series shall all other amounts owing under outstanding Notes will become immediately due and payable without any further action declaration or other act or notice on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Note Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the then Holders of not less than 2566-2/3 % in aggregate principal amount of the Outstanding Securities Notes of such series the Controlling Class may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelydeclare, by a notice in writing to the Issuer with a copy Trustee and the Issuer, or may direct the Trustee to declare, by notice in writing to the Parent Guarantor (Issuer, the principal of all the Notes to be immediately due and to the Trustee if given by Holders)payable, and upon any such declaration declaration, such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on presentment, demand, protest or other notice of any kind (except such notices as shall be expressly required by the part provisions of this Indenture), all of which are hereby expressly waived; provided, however, that if an Event of Default under paragraph (5) or (6) of Section 6.01 hereof occurs with respect to the Trustee Issuer, the Notes shall automatically become due and payable without any declaration notice to the Issuer or the HoldersTrustee. The Trustee shall send a copy of any such notice to the Rating Agencies. At any time after such a declaration of acceleration with respect to Securities has been made, or after such acceleration has automatically become effective, but before any Sale of any series the Trust Estate has been made and before or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority not less than 66-2/3% in aggregate principal amount of the Outstanding Securities Notes of such seriesthe Controlling Class, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration or automatic acceleration and its consequences (except that in the case of a payment default on the Notes, the consent of all the Noteholders shall be required to rescind and annul such declaration or automatic acceleration and its consequences) if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(a), (b), (f) and (g)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any accrued interest and any unpaid Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(a) or (b) occurs and is continuing, then the Holder of any Outstanding Security may, by notice in every such case writing to the Company (with a copy to the Trustee), declare the principal of, Additional Amounts, if anyof such Security to be due and payable immediately, and upon any such declaration such principal and (subject to Section 3.07) any accrued interest and unpaid interest on the Outstanding Securities of any series Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Sections 5.01(f) and (g) occurs ad is continuing, the principal and any accrued interest, together with any Liquidated Damages thereon, on all of the Securities then Outstanding shall ipso facto become due and payable immediately without any further action declaration or other Act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 501(7)4.1(j) with respect to Securities of any series at the time Outstanding or 4.1(k) hereof) occurs and is continuing, thenthe Trustee, by written notice to the Company, or the Holders of at least 25% in every such caseaggregate principal amount of the Notes then Outstanding, by notice to the Trustee (if a Responsible Officer of and the Company, may, and the Trustee has received written notice upon the request of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may Notes shall declare the principal amount of, premium, if any, and accrued interest on all of all the Outstanding Securities of such series to be Notes due and payable immediately, by a notice upon which declaration all amounts payable in writing to respect of the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become Notes will be immediately due and payable. If ; if an Event of Default specified in Section 501(74.1(j) or 4.1(k) hereof occurs and is continuing, then in every such case the principal of, Additional Amountsand premium, if any, and any accrued interest on, all of the Notes shall automatically become and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration, notice or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series under this Indenture has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee or Holders of the Notes as hereinafter permitted in this Article provided4, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the IssuerCompany, the Subsidiary Guarantors and the Trustee, may (i) rescind and annul such declaration and its consequences and (ii) on behalf of the Holders of all the Notes, waive any existing Event of Default and its consequences, except a continuing Event of Default specified in Section 4.1(a) hereof, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(74.1(g) or (h)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of by notice to the Trustee has received written notice of such Event of Default) Company or the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Outstanding Securities of such series at the time outstanding by notice to the Company and the Trustee, may declare the principal amount of the Securities through the date of such declaration, and any accrued and unpaid interest (including Contingent Interest, if any) through the date of such declaration, on all the Outstanding Securities of to be immediately due and payable. Upon such series to a declaration, such principal, and such accrued and unpaid interest (including Contingent Interest, if any) shall be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(74.1(g) or (h) occurs and is continuing, then in every such case the principal of, Additional Amounts, if anyprincipal, and any accrued and unpaid interest (including Contingent Interest, if any) on all the Outstanding Securities to the date of any series the occurrence of such Event of Default shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the any Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding Securities of such seriesoutstanding Securities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such casecase the Trustee, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities or the holders of such series may at least 25% in aggregate liquidation preference of Preferred Securities then outstanding shall have the right to declare the principal amount of and the interest on all the Outstanding Securities of such series (including any Additional Interest) and any other amounts payable hereunder to be due and payable immediately, immediately by a written notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holdersthe Holders or the holders of the Preferred Securities), and upon . Upon any such declaration declaration, such principal amount and any all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Holders of a majority in aggregate principal amount of the Outstanding Securities, in the case of a declaration of acceleration by the Holders, or the holders of a majority in aggregate liquidation preference of Preferred Securities then outstanding, in the case of such seriesa declaration by the holders of Preferred Securities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to any particular series of Securities of and any series at the time Outstanding related coupons occurs and is continuing, then, then and in every such case, case either the Trustee (if a Responsible Officer of for the Trustee has received written notice Securities of such Event of Default) series or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the entire principal amount (or, in the case of (i) OID Securities, such lesser amount as may be provided for in the terms of that series or (ii) Indexed Securities, the amount determined in accordance with the specified terms of those Securities) of all the Outstanding Securities of such series that series, to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Issuers (and to the such Trustee if given by Holders), and upon any such declaration of acceleration such principal amount and any or such lesser amount, as the case may be, together with accrued interest thereon and all other amounts owing hereunder, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal ofwithout presentment, Additional Amountsdemand, if any, and any accrued and unpaid interest on the Outstanding Securities protest or notice of any series shall become immediately due and payable without any further action on the part kind, all of the Trustee or the Holderswhich are hereby expressly waived. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee for the Securities of any series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Issuers and the such Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(1), (2), (6) or (7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer shall, at the written request of the Trustee has received written notice Holders of such Event not less than 25% in aggregate principal amount of Default) the Outstanding Securities, or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may shall directly, by notice in writing to the Company, declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest and any unpaid Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(1) or (2) occurs and is continuing, then the Holder of any Outstanding Security may, by notice in every writing to the Company (with a copy to the Trustee), declare the principal of such case Security to be due and payable immediately, and upon any such declaration such principal and (subject to Section 3.7) any accrued interest and Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Sections 5.1(6) or (7) occurs and is continuing, the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest on (including any Liquidated Damages) on, all of the Securities then Outstanding Securities of any series shall ipso facto become immediately due and payable immediately without any further action declaration or other Act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and (or specified amount), plus any interest accrued interest thereon on such Securities to the date of declaration, shall become immediately due and payable. If an Event Upon payment (i) of Default specified (A) such principal amount and (B) such interest and (ii) of interest on any overdue principal and overdue interest (in Section 501(7) occurs and is continuingeach case to the extent that the payment of such interest shall be legally enforceable), then all of the Company's obligations in every such case respect of the payment of the principal of, Additional Amounts, if any, of and any accrued and unpaid interest on the Outstanding such Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holdersterminate. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding Outstanding, occurs and is continuing, then, then in every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, in the case of certain Securities which provide for less than the entire principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to this Section 5.02, such portion ------------ of the principal amount as may be specified in the terms of that series of Securities) and the interest accrued thereon of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any interest accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default with respect to Securities of a particular Series (other than an Event of Default specified in clause (f) or (g) of Section 501(7)) 6.1 hereof with respect to Securities the Company, any Significant Subsidiary or any group of any series at the time Outstanding Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding outstanding Securities of such series that Series may declare the principal amount of all the Outstanding Securities of such series that Series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon . Upon any such declaration such principal amount and any accrued interest thereon declaration, the Securities of that Series shall become immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 501(7) 6.1 hereof occurs and is continuingwith respect to the Company, then in every such case the principal ofany of its Significant Subsidiaries or any group of Subsidiaries that, Additional Amountstaken as a whole, if anywould constitute a Significant Subsidiary, and any accrued and unpaid interest on the Outstanding all outstanding Securities of any series that Series shall become immediately be due and payable immediately without any further action on the part of the Trustee or the Holdersnotice. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the The Holders of a majority in aggregate principal amount of the Outstanding then outstanding Securities of such series, that Series by written notice to the Issuer, Trustee may on behalf of all of the Guarantors and the Trustee, may Holders of that Series rescind and annul such declaration an acceleration and its consequences if:if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 501(7501(4) relating to the Company or any Subsidiary)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelythen outstanding, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal and upon any such declaration such principal amount premium, if any, determined as set forth below, and any accrued interest thereon shall become immediately to be due and payablepayable immediately. If an Event of Default specified in Section 501(7501(4) occurs relating to the Company or any Subsidiary occurs, all principal and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become thereon will be immediately due and payable on all outstanding Securities without any further action declaration or other act on the part of the Trustee or the Holders. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may at the time outstanding generally are authorized to rescind and annul such declaration and its consequences acceleration if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)601(7) or 601(8) with respect to Securities of any series at the time Outstanding occurs Parent Guarantor or the Issuer) shall have occurred and is be continuing, thenthe Trustee, in every such case, the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Issuer, or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of such series Notes then Outstanding, by written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the principal amount of all the Outstanding Securities of such series Notes to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders)payable, and upon any such declaration such the aggregate principal amount of and any accrued and unpaid interest thereon on all of the Outstanding Notes shall become immediately due and payablepayable immediately. If an Event of Default specified in Section 501(7601(7) or 601(8) occurs and is continuingwith respect to the Parent Guarantor or the Issuer, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all of the Outstanding Securities of any series Notes shall become immediately due and payable payable, without any further action on or notice to the part of the Trustee or the Holdersextent permitted by law. At any time after such a an acceleration declaration of acceleration with respect to Securities of any series has been made and occurs, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedbased on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such acceleration declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)501(9) with respect to Securities of any series at the time Outstanding or 501(10) occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Securities Outstanding Securities of such series may declare the principal amount of of, premium, if any, and accrued interest on all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such which declaration such principal amount and any accrued interest thereon all amounts payable in respect of the Securities shall become be immediately due and payable; provided, however, that, for so long as the Bank -------- ------- Credit Agreement is in effect, such declaration shall not become effective until the earlier of (i) five Business Days following delivery of notice to the Agent Bank of the intention to accelerate the Securities or (ii) the acceleration of any Indebtedness under the Bank Credit Agreement. If an Event of Default specified in Section 501(7501(9) or 501(10) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, amount of all the Securities shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable ---- ----- without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default (other than an Event of Default specified in Section 501(7)5.1(h) with respect to Securities of any series at the time Outstanding or 5.1(i) hereof) occurs and is continuing, thenthe Trustee, by written notice to the Company, or the Holders of at least 25% in every such caseaggregate principal amount of the Notes then outstanding, by notice to the Trustee (if a Responsible Officer of and the Company, may, and the Trustee has received written notice upon the request of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may Notes will declare the principal amount of, premium, if any, and accrued interest on all of all the Outstanding Securities of such series to be Notes due and payable immediately, by a notice upon which declaration all amounts payable in writing to respect of the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become Notes will be immediately due and payable. If ; if an Event of Default specified in Section 501(75.1(h) or 5.1(i) hereof occurs and is continuing, then in every such case the principal of, Additional Amountsor premium, if any, and any accrued and unpaid interest on all of the Outstanding Securities of any series shall Notes will automatically become and be immediately due and payable without any further action declaration, notice or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series under this Indenture has been made and made, but before a judgment or decree for payment of the money due has been obtained by the Trustee or Holders of the Notes as permitted as hereinafter in this Article 5 provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the IssuerCompany, the Subsidiary Guarantors and the Trustee, may (A) rescind and annul such declaration and its consequences and (B) on behalf of the holders of all the Notes, waive any existing Event of Default and its consequences, except a continuing Event of Default specified in clause 5.1(a) above, if:

Acceleration of Maturity; Rescission and Annulment. The following shall replace Section 502 of the Base Indenture in its entirety: If an Event of Default with respect to the Notes occurs and is continuing (other than an Event of Default specified in Section 501(7sub-clauses (f) or (g) above relating to the Company)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every each such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelyNotes then Outstanding, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders) (an “Acceleration Notice”), and upon any such declaration such principal amount and any may declare all principal, determined as set forth below, including in each case accrued interest thereon shall become immediately thereon, to be due and payablepayable immediately. If an Event of Default specified in Section 501(7sub-clauses (f) or (g) above occurs relating to the Company or any Significant Subsidiary, all principal and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series thereon shall become be immediately due and payable on all Outstanding Notes without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the The Holders of a majority in aggregate principal amount of the Notes then Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Trustee and the Trustee, Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) on the Notes under this Fourth Supplemental Indenture. Holders of a majority in principal amount of the then Outstanding Notes may rescind and annul such declaration an acceleration and its consequences if:consequence (except an acceleration due to nonpayment of principal or interest on the Notes) if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than the non-payment of accelerated principal) have been cured or waived.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default as specified in Section 501(7501(9) or 501(10)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities Notes then outstanding may, and the Trustee at the request of such series may Holders will, declare the principal amount of and accrued interest on all of the Outstanding Securities of outstanding Notes immediately due and payable and, upon any such series to be declaration, such principal and such interest will become due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7501(9) or 501(10) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, of and any accrued and unpaid interest on all of the Outstanding Securities of any series shall outstanding Notes will ipso facto become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Notes. At any time after such a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesoutstanding Notes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Notes, (B) all unpaid principal of (and premium, if any, on) any outstanding Notes that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes and (D) all sums paid or advanced by the Trustee under this Indenture and the reasonable

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.01(6) or (7)), occurs and is continuing, then, then in every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, in the case of certain Securities which provide for less than the entire principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to this Section 5.2, such portion of the principal amount as may be specified in the terms of that series of Securities) and the interest accrued thereon of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any interest accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(6) or (7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount (or portion thereof) of all the Outstanding Securities of any that series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the any Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(76.01(a), Section 6.01(b) with respect to Securities of any series at the time Outstanding occurs or 6.01(d) hereof should occur and is be continuing, then, and in every such case, the Trustee (if a Responsible Officer at the direction of the Trustee has received written notice of such Event of Default) or the Holders of Noteholders representing not less than 25% in aggregate principal amount a majority of the Outstanding Securities Amount of such series may the Highest Priority Notes will declare the principal amount of all the Outstanding Securities of such series Notes to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders)Authority, and upon any such declaration such the unpaid principal amount of such Outstanding Notes, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default that is specified in Section 501(76.01(c) hereof occurs and is continuing, then the Trustee will, at the written direction of the Noteholders of at least a majority of the Outstanding Amount of each Class of Notes declare the Notes to be immediately due and payable, by a notice in every such case writing to the principal of, Additional Amounts, if anyAuthority, and upon any such declaration, the unpaid principal amount of such Outstanding Notes, together with accrued and unpaid interest on thereon through the Outstanding Securities date of any series acceleration, shall become immediately due and payable without any further action on the part of the Trustee or the Holderspayable, subject to Section 6.04 hereof. At any time after such a declaration of acceleration with respect to Securities of any series maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of Noteholders representing a majority in aggregate principal amount of the Outstanding Securities Amount of such seriesthe Highest Priority Notes or, with respect to a declaration of acceleration based solely upon an Event of Default specified in Section 6.01(c) hereof, a majority of the Outstanding Amount of each Class of Notes, by written notice to the Issuer, the Guarantors Authority and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs shall occur and is be continuing, thenor if the Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, then and in every such casecase the Indenture Trustee, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) Enhancer or the Holders of Notes representing not less than 25% in aggregate principal amount a majority of the Outstanding Securities aggregate Note Balance of such series the Notes, with the written consent of the Enhancer, may declare the principal amount of all the Outstanding Securities of such series Notes to be immediately due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Indenture Trustee if given by HoldersNoteholders), ; and upon any such declaration such declaration, the unpaid principal amount of the Notes, together with accrued and any accrued unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration of maturity with respect to Securities an Event of any series Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article providedV, the Enhancer or the Holders of Notes representing a majority in aggregate principal amount of the Outstanding Securities aggregate Note Balance of such seriesthe Notes, with the written consent of the Enhancer, by written notice to the Issuer, the Guarantors Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default referred to in clause (other than an Event 1) of Default specified in Section 501(7)) 5.01 with respect to Securities of any series at the time Junior Subordinated Debentures Outstanding occurs and is continuing, then, and in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Junior Subordinated Debentures may declare the principal amount of, and all accrued interest (including Additional Interest) on, all of all the Outstanding Securities of such series Junior Subordinated Debentures to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders); provided that, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Junior Subordinated Debentures fail to declare the principal amount of, and all accrued interest (including Additional Interest) on, all the Junior Subordinated Debentures to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding shall have such right to do so by a notice in writing to the Company and the Trustee, and upon any such declaration such principal amount and any accrued interest thereon the same shall become immediately due and payable. If ; and provided further that, if an Event of Default specified in arising under subsection (3) or (4) of Section 501(7) 5.01 occurs and is continuing, then then, and in every such case case, the principal amount of, and accrued interest (including Additional AmountsInterest) on, if anyall of the Junior Subordinated Debentures will automatically, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further declaration or other action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made Holder, become immediately due and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences if:payable.”

Acceleration of Maturity; Rescission and Annulment. If As provided in and subject to the provisions of this Indenture, if an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to the Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate outstanding principal amount of the Outstanding Securities of such series may declare the principal amount of and interest (including Additional Sums and Additional Amounts, if any) on all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor Subsidiary Guarantors (and to the Trustee if given by Holders), provided, that if the Trustee or such Holders fail to do so, the Preferred Trustee shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal specified amount of and any the accrued interest thereon (including Additional Sums and Additional Amounts, if any) on all the Securities shall become immediately due and payable. If an Event , provided, that the payment of Default specified in Section 501(7) occurs principal and is continuing, then in every such case the principal of, interest (including Additional Sums and Additional Amounts, if any, and any accrued and unpaid interest ) on such Securities shall remain subordinated to the Outstanding Securities of any series shall become immediately due and payable without any further action on the part extent provided in Article XII of the Trustee or the HoldersIndenture. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Debentures may declare the principal amount of all the Outstanding Securities of such series Debentures to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), provided that, if an Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee, and upon any such declaration such principal amount (or specified amount) of and any the accrued interest thereon (including any Additional Interest) on all the Debentures shall become immediately due and payable. If an Event , provided that the payment of Default specified in Section 501(7principal and interest (including any Additional Interest) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series Debentures shall become immediately due and payable without any further action on remain subordinated to the part of the Trustee or the Holdersextent provided in Article 12. At any time after such a declaration of acceleration with respect to Securities of any series Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesDebentures, by written notice to the Issuer, the Guarantors Company and the Trustee, Trustee may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 501(7)501) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, then either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal amount or such lesser amount, as the case may be, and any such accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in clause (7) or (8) of Section 501(7) occurs and is continuing501 with respect to the Securities of any series occurs, then in every such case the principal ofof all of the Securities of such series, Additional Amountsor such lesser amount as may be provided for in the Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or any Holder of the HoldersSecurities of such series. At any time after such a declaration of acceleration with respect to Securities of any series has have been made accelerated by declaration of the Trustee or the Holders and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the IssuerCompany, the Guarantors Guarantor and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) occurs with respect to Senior Debt Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series may declare the principal amount (or, in the case of Original Issue Discount Securities, the accreted face amount) together with accrued interest, if any, on all the Outstanding Senior Debt Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor (and to the Trustee if given by the Holder or Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice to the IssuerCompany, the Guarantors Guarantor and the Trustee, may rescind and or annul such declaration of acceleration and its consequences (including any Event of Default under another series of Senior Debt Securities arising therefrom) but only if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount of all the Outstanding Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such series portion of the principal amount of such Securities as may be specified by the terms thereof) and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Corporation (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any accrued interest and unpaid interest, if any, thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal 38 amount of the Outstanding Securities of such series, by written notice to the Issuer, the Guarantors Corporation and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Notes Outstanding occurs and is continuing, then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the then Holders of not less than 2566-2/3 % in aggregate principal amount of the Outstanding Securities Notes of such series the Controlling Class may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelydeclare, by a notice in writing to the Issuer with a copy Trustee and the Issuer, or may direct the Trustee to declare, by notice in writing to the Parent Guarantor (Issuer, the principal of all the Notes to be immediately due and to the Trustee if given by Holders)payable, and upon any such declaration declaration, such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on presentment, demand, protest or other notice of any kind (except such notices as shall be expressly required by the part provisions of this Indenture), all of which are hereby expressly waived; provided, however, that if an Event of Default under paragraph (5) or (6) of Section 6.01 hereof occurs with respect to the Trustee Issuer, the Notes shall automatically become due and payable without any declaration notice to the Issuer or the HoldersTrustee. The Trustee shall send a copy of any such notice to the Rating Agencies. At any time after such a declaration of acceleration with respect to Securities has been made, or after such acceleration has automatically become effective, but before any Sale of any series the Trust Estate has been made and before or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority not less than 66-2/3% in aggregate principal amount of the Outstanding Securities Notes of such seriesthe Controlling Class, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration or automatic acceleration and its consequences (except that in the case of a payment default on the Notes, the consent of all the Noteholders shall be required to rescind and annul such declaration or automatic acceleration and its consequences) if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)5.1(7) or 5.1(8) with respect to Securities of any series at the time Outstanding Company) occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of and accrued and unpaid interest (including Additional Interest, if any) on all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued and unpaid interest (including Additional Interest, if any) thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(7) occurs and is continuingor 5.1(8) with respect to the Company occurs, then in every such case the principal of, Additional Amounts, if any, including and any accrued and unpaid interest on (including Additional Interest, if any) on, all the Outstanding Securities of any series shall ipso facto become immediately due and payable without any further action declaration or other Act of the Holders or any act on the part of the Trustee or the HoldersTrustee. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may may, on behalf of all Holders, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in Section 5.1(e) or (f), occurs and is continuing, then, then in every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series may declare the principal amount (or, in the case of certain Securities which provide for less than the entire principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to this Section 5.2, such portion of the principal amount as may be specified in the terms of that series of Securities) and the interest accrued thereon of all of the Outstanding Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any interest accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(e) or (f) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on amount (or portion thereof) of all the Outstanding Securities of any that series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the any Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event those covered by clause (8) or (9) of Default specified in Section 501(7)) 5.01 with respect to Securities the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of any series at the time Outstanding occurs Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary) shall occur and is be continuing, thenthe Trustee, in every such case, the Trustee (if a Responsible Officer of the Trustee has received by written notice of such Event of Default) to the Company, or the Holders of not less than 25at least 30.0% in aggregate principal amount of the Outstanding Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may declare the principal amount of, premium, if any, and accrued and unpaid interest, if any, on all of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in clause (8) or (9) of Section 501(7) 5.01 with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries, that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, then in every such case the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest interest, if any, on all the Outstanding Securities of any series shall become and be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder of Securities. At any time after such After a declaration of acceleration with respect to Securities of any series has been made and under this Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to a series of Notes (other than an Event of Default specified in clause (6) or (7) of Section 501(7)5.1) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case, then the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities Notes of such that series may declare the principal amount of all the Outstanding Securities Notes of such that series to be immediately due and payable immediatelypayable, by a notice in writing to the Issuer with a copy to Company and the Parent Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such the principal amount and any plus all accrued interest thereon and Additional Interest, if any, on such Notes shall become immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 501(7) occurs 5.1 occurs, all unpaid principal of and is continuingaccrued interest (including any Additional Interest), then in every such case if any, on the principal of, Outstanding Notes and Additional Amounts, if any, shall ipso facto become and any accrued and unpaid interest on the Outstanding Securities of any series shall become be immediately due and payable without any further action declaration or other act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration pursuant to this Indenture with respect to Securities a series of any series Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes of such that series, by written notice to the IssuerCompany, the Guarantors Guarantor and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) occurs with respect to Subordinated Debt Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Subordinated Debt Securities of such series may declare the principal amount (or, in the case of Discount Securities, the accreted face amount together with accrued interest, if any, on) of all the Outstanding Subordinated Debt Securities of such that series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Subordinated Debt Securities of any series has been made and but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in aggregate principal amount of the Outstanding Subordinated Debt Securities of such series, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and or annul such declaration of acceleration and its consequences (including any Event of Default under another series of Subordinated Debt Securities arising therefrom) but only if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default for a Series of Securities occurs and is continuing (other than an Event of Default specified referred to in Section 501(76.1(d) or (e)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case), the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than at least 25% in aggregate principal amount of the Outstanding such Series of Securities of such series may declare the unpaid principal amount of all the Outstanding such Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holdersspecifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and upon any such declaration such principal amount and any accrued interest thereon the same shall become immediately due and payable. If an Event of Default specified referred to in Section 501(76.1(d) occurs and is continuingor (e) occurs, then in every such case the principal of, Additional Amounts, if any, and any amount plus accrued and unpaid interest on the Outstanding such Series of Securities of any series shall will become immediately due and payable without any further action on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of such seriesthat Series, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration and its consequences if:if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)) with respect to Securities of any series of the Issuer at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such that series of the Issuer may declare the principal amount of all the Outstanding Securities of that series of the Issuer (or, if any Securities of that series are Original Issue Discount Securities, such series portion of the principal amount of such Securities as may be specified by the terms thereof established as contemplated by Section 301) to be due and payable immediately, by a notice in writing to the Issuer with a copy to and the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest thereon (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such that series, by written notice to the Issuer, the Guarantors Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(g) or 5.01(h)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series Notes may declare the principal amount of all the Outstanding Securities of such series Notes to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued interest thereon interest, if any, shall become immediately due and payable; provided, -------- however, that, so long as any Indebtedness permitted to be incurred pursuant to ------- the Bank Facility shall be outstanding, no such acceleration shall be effective until the earlier of (x) acceleration of any such Indebtedness under the Bank Facility or (y) five business days after the giving of written notice to the Company and the administrative agent under the Bank Facility of such acceleration. Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. If an Event of Default specified in Section 501(75.01(g) or 5.01(h) occurs and is continuing, then in every such case the principal of, Additional Amountsof and any accrued interest, if any, and any accrued and unpaid interest on the Notes then Outstanding Securities of any series shall become immediately due automatically, and payable without any further declaration or other action on the part of the Trustee or the Holdersany Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesNotes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(7)6.1(8) with respect or (9) relating to Securities of any series at the time Outstanding Company) occurs and is continuing, then, then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediatelythen outstanding Notes, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), and upon any such declaration such may declare all of the principal amount and any of the Notes (or the Repurchase Price if the Event of Default includes failure to pay the Repurchase Price, determined as set forth below), including in each case premium, if any, accrued interest thereon shall become immediately and Liquidated Damages on or with respect thereto, to be due and payablepayable immediately. If an Event of Default specified in Section 501(76.1(8) occurs and is continuingor (9) relating to the Company occurs, then in every such case the principal ofall principal, Additional Amountspremium, if any, accrued interest and any accrued and unpaid interest Liquidated Damages on the Outstanding Securities of any series shall become or with respect thereto will be immediately due and payable on all outstanding Notes without any further action declaration or other act on the part of the Trustee or the Holders. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article providedVI, and subject to Section 12.2(b), the Holders of no less than a majority in aggregate principal amount of the Outstanding Securities of such seriesthen outstanding Notes, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul rescind, on behalf of all Holders, any such declaration and its consequences of acceleration if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.1(1), (2), (6) or (7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then and in every such case, case the Trustee (if a Responsible Officer shall, at the written request of the Trustee has received written notice Holders of such Event not less than 25% in aggregate principal amount of Default) the Outstanding Securities, or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may shall directly, by notice in 50 writing to the Company, declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount and any accrued interest and any unpaid Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.1(1) or (2) occurs and is continuing, then the Holder of any Outstanding Security may, by notice in every writing to the Company (with a copy to the Trustee), declare the principal of such case Security to be due and payable immediately, and upon any such declaration such principal and (subject to Section 3.7) any accrued interest and Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Sections 5.1(6) or (7) occurs and is continuing, the principal of, Additional Amountspremium, if any, and any accrued and unpaid interest on (including any Liquidated Damages) on, all of the Securities then Outstanding Securities of any series shall ipso facto become immediately due and payable immediately without any further action declaration or other Act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(75.01(a), (b), (f) and (g)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, then in every such case, case the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any accrued interest and any unpaid Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Section 501(75.01(a) or (b) occurs and is continuing, then the Holder of any Outstanding Security may, by notice in every such case writing to the Company (with a copy to the Trustee), declare the principal of, Additional Amounts, if anyof such Security to be due and payable immediately, and upon any such declaration such principal and (subject to Section 3.07) any accrued interest and unpaid interest on the Outstanding Securities of any series Liquidated Damages thereon shall become immediately due and payable. If an Event of Default specified in Sections 5.01(f) and (g) occurs and is continuing, the principal and any accrued interest, together with any Liquidated Damages thereon, on all of the Securities then Outstanding shall ipso facto become due and payable immediately without any further action declaration or other Act on the part of the Trustee or the Holdersany Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter herein after in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesSecurities, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If Upon the occurrence of an Event of Default Default, (other than an a) if such Event of Default specified is one referred to in clause (a), (b), (c), (e) or (f) of Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then, in every such case8.01, the Trustee (if a Responsible Officer may, and upon the direction of the Trustee has received written notice of such Event of Default) or the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities Outstanding, shall, and (b) if such Event of such series may Default is the one referred to in clause (d) of Section 8.01 (including without limitation an event of default under any Lease which has resulted in an Event of Default referred to in clause (a) or (b) of Section 8.01) under circumstances in which the related Pledged Lessor Bonds have been declared immediately due and payable, the Trustee, shall declare the principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to the Issuer with a copy to the Parent Guarantor (Company and to the Trustee if given by Holders)LP&L, and upon any such declaration such principal amount and any accrued interest thereon shall become immediately due and payable. If an ; provided that no such declaration shall be made (and no action under Section 8.03 or 8.05 shall be taken) in cases in which the Event of Default specified is one referred to in clause (a) or (b) of Section 501(7) occurs and is continuing, then in every 8.01 which resulted directly from a failure of LP&L to make any payment of rent under any Lease until such case time as the principal of, Additional Amounts, if any, and any accrued and unpaid interest on Lessor under such Lease has been given the Outstanding Securities of any series shall become immediately due and payable without any further action on the part opportunity to exercise its rights under Section 7.16 of the Trustee or the Holdersrelated Lease Indenture. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment any sale of the money due has Pledged Property, or any part thereof, shall have been obtained by the Trustee made pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such seriesOutstanding, by written notice to the Issuer, the Guarantors Company and the Trustee, may rescind and annul such declaration and its consequences if: