Common use of Acceleration; Rescission and Annulment Clause in Contracts

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) Securities of any series at the time Outstanding occurs and is continuing, the Senior Trustee may, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of all of the Outstanding Principal Balance Securities of that series by written notice to the Company (and if given by the Holders, to the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the Senior Class original principal amount as may be specified in the terms of Notesthat series) of and accrued interest, shallif any, subject on the Securities of that series to Section 4.12be due and payable and upon any such declaration such principal (or, give an Acceleration Notice to in the Issuer. Upon delivery case of Original Issue Discount Securities or Indexed Securities, such an Acceleration Notice (specified amount) and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)interest, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon if any, shall be immediately due and payable. At any time after the Senior Trustee such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or such Noteholders have so declared the Outstanding Principal Balance decree for payment of the Notes to be immediately money due and payable, and prior to has been obtained by the exercise of any other remedies pursuant to Trustee as hereinafter in this Article IVprovided, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority in aggregate principal amount of the Outstanding Principal Balance Securities of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12that series, by written notice to the IssuerTrustee, may rescind and annul such declaration and thereby annul its consequences if (i) there has been paid all existing Defaults and Events of Default with respect to or deposited with Securities of that series, other than the Trustee an amount sufficient to pay all overdue installments non-payment of interest on the Notes, and the principal of, and Premiumpremium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premiuminterest, if any, on and principal Securities of the Notes that series which have become due solely because of by such declaration of acceleration, have been cured or waivedwaived as provided in Section 5.7. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon No such rescission shall automatically become immediately due and payable without affect any further action by subsequent default or impair any partyright consequent thereon.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) above involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall and Additional Interest, if any on all the Securities then outstanding to be immediately due and payable. At , by a notice in writing to the Company (and to the Trustee, if given by Holders) and upon such declaration such principal amount, premium, if any, accrued and unpaid interest and Additional Interest, if any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) above involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, onand accrued and unpaid interest and Additional Interest, if any on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, interest and Additional Interest, if any on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Controlling Party or the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of NotesControlling Party, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer; provided, that such Direction shall be void ab initio unless no Restricted Party owns any interest in the Notes, and the Controlling Party delivers a certification that none of the Noteholders that are seeking acceleration of the Notes and the liquidation of the Collateral is a Restricted Party. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of NotesControlling Party, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default under Section 4.01(f) or (g) hereof) occurs and is continuing, the Senior Trustee Controlling Party may, andand (if the Controlling Party is the Facility Agent, upon the Direction written direction of Noteholders holding the Required Lenders, shall) give a majority of Default Notice to the Borrower, the Administrative Agent, the Collateral Agent, the Guarantor, the Facility Agent and the Operating Bank, declaring the Outstanding Principal Balance of the Senior Loans and the Class of NotesE Securities and all accrued and unpaid interest thereon to be due and payable. If the Controlling Party is the Liquidity Facility Provider, shall, subject to Section 4.12, only it may give an Acceleration Notice to the Issuera Default Notice. Upon delivery of a Default Notice, such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so Controlling Party has declared the Outstanding Principal Balance of the Notes Loans and the Class E Securities to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Senior TrusteeControlling Party may (and if the Controlling Party is the Facility Agent, upon the Direction of Noteholders holding a majority written direction of the Outstanding Principal Balance of the Senior Class of NotesRequired Lenders, shall) by Written Notice to the Borrower, the Facility Agent (if not the Controlling Party), the provider of any Eligible Liquidity Facility (if not the Controlling Party), the Administrative Agent, the Collateral Agent and the Facility Agent, subject to Section 4.5(a4.04(a) and Section 4.12, by written notice to the Issuerhereof, rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Trustee Facility Agent an amount sufficient to pay all overdue installments of interest on the NotesLoans, and the principal ofor Repayment Price of the Loans, and Premium, if any, on, the Notes together with all other amounts that would have become due otherwise than by such declaration of acceleration, (ii) the rescission or annulment would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, principal on and principal of the Notes Loans that have become due solely because of such declaration of acceleration, have been cured or waived. If the Controlling Party is the Liquidity Facility Provider, only it may give a notice of annulment. If an Acceleration Event of Default under Section 4.01(f) or (g) hereof occurs, the Outstanding Principal Balance of the Notes Loans and the Class E Securities and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes Securities of any series at the time Outstanding (other than an Acceleration DefaultEvent of Default specified in clause (g) or (h) of Section 5.1) occurs and is continuing, the Senior Trustee may, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of all of the Outstanding Principal Balance Securities of that series, by written notice received by the Company (and, if given by the Holders, received by the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the Senior Class principal amount as may be specified in the terms of Notesthat series) of, shallpremium, subject if any, and accrued interest, if any, on all the Securities of that series to Section 4.12be due and payable and upon any such declaration such principal (or, give an Acceleration Notice to in the Issuer. Upon delivery case of Original Issue Discount Securities or Indexed Securities, such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenturespecified amount), the Outstanding Principal Balance of the Notes premium, if any, and all accrued and unpaid interest thereon interest, if any, shall be immediately due and payable, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15. If an Event of Default specified in clause (g) or (h) of Section 5.1 with respect to the Securities of any series at the time Outstanding occurs and is continuing, then the principal (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, premium, if any, and accrued interest, if any, on all the Securities of that series shall be immediately due and payable without any declaration or act on the part of the Trustee or any Holder of such Securities, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article 15. At any time after the Senior Trustee such a declaration of acceleration has been made and before a judgment or such Noteholders have so declared the Outstanding Principal Balance decree for payment of the Notes to be immediately money due and payable, and prior to has been obtained by the exercise of any other remedies pursuant to Trustee as hereinafter in this Article IVprovided, the Senior Trustee, upon the Direction Holders of Noteholders holding not less than a majority in aggregate principal amount of the Outstanding Principal Balance Securities of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12that series, by written notice to the IssuerCompany and the Trustee, may rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.if

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, and, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, on the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest on and principal and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default under clause (e) or (f) of Section 4.01) occurs and is continuing, the Senior Trustee may, and, upon the Direction direction of Noteholders holding Holders (not affiliated with the Issuer) of a majority of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), Issuer declaring the Outstanding Principal Balance of the such Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of an Acceleration Notice, such Outstanding Principal Balance and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so has declared the Outstanding Principal Balance of the Notes to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction direction of Noteholders holding Holders (not affiliated with the Issuer) of a majority of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.124.05(a), by written notice to the IssuerIssuer and the Trustee, rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, on the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, principal on and principal of the Notes that have become due solely because of such declaration of acceleration, acceleration have been cured or waived. If an Acceleration Event of Default under clause (e) or (f) of Section 4.01 occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default specified in Section 5.02(i) or Section 5.02(j) hereof occurs with respect to the Company, the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes (will immediately become due and payable without any further action or notice by any party. If any other than an Acceleration Default) Event of Default occurs and is continuing, the Senior Trustee mayTrustee, and, upon the Direction of Noteholders holding by delivering a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice written notice to the Issuer. Upon delivery Company, or the Holders of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the interest, if any, on all then outstanding Notes to be immediately due and payable, and prior upon such declaration, the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes will immediately become due and payable. Notwithstanding anything to the exercise of any other remedies pursuant to contrary in this Article IVIndenture, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority of the Outstanding Principal Balance aggregate principal amount of the Senior Class then outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, shall, subject to Section 4.5(a) rescind any acceleration of the Notes and Section 4.12, its consequences hereunder by written delivering notice to the Issuer, rescind and annul such declaration and thereby annul its consequences Trustee if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iiiii) all other Defaults and existing Events of Default, Default (other than non-payment the nonpayment of interest and Premiumthe principal of, interest, if any, on and principal of on, or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that have has become due solely because of such declaration as a result of acceleration, ) have been cured or waived. If an Acceleration No such rescission will affect any subsequent Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without or impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon interest, together with the Premium, if any, that would be payable if such Notes had been called for redemption on the date of delivery of such Accelerated Notice, shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon interest, together with the Premium, if any, that would be payable if such Notes had been called for redemption on the date of such Acceleration Default, shall automatically become immediately due and payable without any further action by any party. For the avoidance of doubt, for purposes of this Section 4.2(a), the Premium due in connection with an acceleration following the delivery of an Acceleration Notice or the occurrence of an Acceleration Default prior to March 15, 2016 shall be increased in the amount of the applicable Class A Redemption Percentage applicable to Optional Redemptions occurring from and including March 15, 2016 to and including March 14, 2017.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default under Section 4.01(f) or (g) hereof) occurs and is continuing, the Senior Trustee Controlling Party may, andand (if the Controlling Party is the Facility Agent, upon the Direction written direction of Noteholders holding the Required Lenders, shall) give a majority of Default Notice to the Borrower, the Administrative Agent, the Collateral Agent, the Guarantor, the Facility Agent and the Operating Bank, declaring the Outstanding Principal Balance of the Senior Class of NotesLoans and all accrued and unpaid interest thereon to be due and payable. If the Controlling Party is the Liquidity Facility Provider, shall, subject to Section 4.12, only it may give an Acceleration Notice to the Issuera Default Notice. Upon delivery of a Default Notice, such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so Controlling Party has declared the Outstanding Principal Balance of the Notes Loans to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Senior TrusteeControlling Party may (and if the Controlling Party is the Facility Agent, upon the Direction of Noteholders holding a majority written direction of the Outstanding Principal Balance of the Senior Class of NotesRequired Lenders, shall) by Written Notice to the Borrower, the Facility Agent (if not the Controlling Party), the provider of any Eligible Liquidity Facility (if not the Controlling Party), the Administrative Agent, the Collateral Agent and the Facility Agent, subject to Section 4.5(a4.04(a) and Section 4.12, by written notice to the Issuerhereof, rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Trustee Facility Agent an amount sufficient to pay all overdue installments of interest on the NotesLoans, and the principal ofor Repayment Price of the Loans, and Premium, if any, on, the Notes together with all other amounts that would have become due otherwise than by such declaration of acceleration, (ii) the rescission or annulment would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, principal on and principal of the Notes Loans that have become due solely because of such declaration of acceleration, have been cured or waived. If the Controlling Party is the Liquidity Facility Provider, only it may give a notice of annulment. If an Acceleration Event of Default under Section 4.01(f) or (g) hereof occurs, the Outstanding Principal Balance of the Notes Loans and the Class E Securities and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default specified in Section 5.01(i) or Section 5.01(j) hereof occurs with respect to the Company, the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes (will immediately become due and payable without any further action or notice by any party. If any other than an Acceleration Default) Event of Default occurs and is continuing, the Senior Trustee mayTrustee, and, upon the Direction of Noteholders holding by delivering a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice written notice to the Issuer. Upon delivery Company, or the Holders of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the interest, if any, on all then outstanding Notes to be immediately due and payable, and prior upon such declaration, the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes will immediately become due and payable. Notwithstanding anything to the exercise of any other remedies pursuant to contrary in this Article IVIndenture, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority of the Outstanding Principal Balance aggregate principal amount of the Senior Class then outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, shall, subject to Section 4.5(a) rescind any acceleration of the Notes and Section 4.12, its consequences hereunder by written delivering notice to the Issuer, rescind and annul such declaration and thereby annul its consequences Trustee if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iiiii) all other Defaults and existing Events of Default, Default (other than non-payment the nonpayment of interest and Premiumthe principal of, interest, if any, on and principal of on, or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that have has become due solely because of such declaration as a result of acceleration, ) have been cured or waived. If an Acceleration No such rescission will affect any subsequent Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without or impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default described in Section 7.01(a)(v) above) occurs and is continuing the Trustee by notice to any Company or the Holders of a series of Securities of at least 30% in aggregate principal amount of the outstanding Securities of the applicable series under this Indenture by written notice to any Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Securities of such series under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Securities of such series because an Event of Default described in Section 7.01(a)(iv) has occurred and is continuing, the Senior Trustee maydeclaration of acceleration of such Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 7.01(a)(iv shall be remedied or cured, and, upon or waived by the Direction holders of Noteholders holding a majority in interest of the Outstanding Principal Balance aggregate principal amount of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery outstanding Securities of such an Acceleration Notice (and so long as Securities of such Acceleration Notice has not been rescinded and annulled pursuant to series under this Indenture), or the Outstanding Principal Balance Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or acceleration of such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (iii2) all other Defaults and existing Events of Default, other than non-payment except nonpayment of interest and Premiumprincipal, premium or interest, including Additional Amounts, if any, on and principal of the Notes such Securities that have become became due solely because of the acceleration of such declaration of accelerationSecurities, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, and, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified in Section 7.01(f) or (g) with respect to the Company) occurs with respect to any series of Securities and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities of such series, by notice to the Company (with a copy to the Trustee, if delivered by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities of such series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 7.01(f) or (g) with respect to the Notes (other than an Acceleration Default) occurs and is continuingCompany occurs, the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premiumpremium, if any, on, and interest on all the Notes that would have Securities shall become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become be immediately due and payable without any further declaration or other act on the part of the Trustee or any Holders. In the event of any Event of Default specified in Section 7.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any partysuch events.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes Securities of any series at the time Outstanding (other than an Acceleration DefaultEvent of Default specified in clause (g) or (h) of Section 5.1) occurs and is continuing, the Senior Trustee may, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of all of the Outstanding Principal Balance Securities of that series, by written notice received by the Company (and, if given by the Holders, received by the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the Senior Class principal amount as may be specified in the terms of Notesthat series) of, shallpremium, subject if any, and accrued interest, if any, on all the Securities of that series to Section 4.12be due and payable and upon any such declaration such principal (or, give an Acceleration Notice to in the Issuer. Upon delivery case of Original Issue Discount Securities or Indexed Securities, such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenturespecified amount), the Outstanding Principal Balance of the Notes premium, if any, and all accrued and unpaid interest thereon interest, if any, shall be immediately due and payable. If an Event of Default specified in clause (g) or (h) of Section 5.1 with respect to the Securities of any series at the time Outstanding occurs and is continuing, then the principal (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, premium, if any, and accrued interest, if any, on all the Securities of that series shall ipso facto be immediately due and payable without any declaration or act on the part of the Trustee or any Holder of such Securities. At any time after the Senior Trustee such a declaration of acceleration has been made and before a judgment or such Noteholders have so declared the Outstanding Principal Balance decree for payment of the Notes to be immediately money due and payable, and prior to has been obtained by the exercise of any other remedies pursuant to Trustee as hereinafter in this Article IVprovided, the Senior Trustee, upon the Direction Holders of Noteholders holding not less than a majority in aggregate principal amount of the Outstanding Principal Balance Securities of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12that series, by written notice to the IssuerCompany and the Trustee, may rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.if

Acceleration; Rescission and Annulment. (a) If an Indenture -------------------------------------- Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Indenture Trustee may, andsubject to clause (b) of this Section 4.2, and upon the Direction directions of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, Majority in Interest shall, subject to Section 4.124.4, give an Acceleration Notice to declare the Issuer. Upon delivery unpaid principal amount of such an Acceleration Notice (all Equipment Notes then outstanding, Late Payment Premium and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall and on the Equipment Notes to be immediately due and payable, it being agreed that no Make-Whole Amount shall be payable in such event. At any time after the Senior Indenture Trustee or such Noteholders have so has declared the Outstanding Principal Balance unpaid principal amount of the all Equipment Notes then outstanding to be immediately due and payable, payable and prior to the exercise sale of any other remedies of the Indenture Estate pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Majority in Interest, by written notice to the IssuerOwner Trustee, the Lessee and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest and Late Payment Premium (and accrued interest thereon) on the Equipment Notes, and the principal of, and Premium, if any, on, the of any Equipment Notes that would have has become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree decree, and (iii) all other Indenture Defaults and Indenture Events of Default, other than non-payment nonpayment of principal, Late Payment Premium or interest and Premium, if any, on and principal of the Equipment Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Indenture Event of Default under Section 8.01(f) or 8.01(g) or a Lease Event of Default under Section 14(f) or 14(g) of the Lease shall have occurred and is continuing, then the principal of the Equipment Notes, together with respect to the Notes (accrued but unpaid interest thereon, and all other than an Acceleration Default) amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default occurs and is continuing, either the Senior Indenture Trustee, by notice to the Lessee and the Owner Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shallor, subject to Section 4.122.6 of the Intercreditor Agreement, give an Acceleration Notice Noteholders of at least 25% in principal amount of outstanding Equipment Notes, by notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)Lessee, the Outstanding Principal Balance Indenture Trustee, the Owner Trustee and the Owner Participant, may declare the principal of all the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Equipment Notes to be immediately due and payable. Upon such declaration, the principal of all Equipment Notes together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, and Break Amount, if any, but without Make-Whole Amount, shall be immediately due and payable without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such declaration and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority sale or disposition of the Outstanding Principal Balance Indenture Estate, a Majority-in-Interest of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Noteholders, by written notice to the IssuerIndenture Trustee, the Lessee, the Owner Trustee and the Owner Participant, may rescind and annul such a declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest principal on the Notes, and the principal of, and Premium, if any, on, the any Equipment Notes that would which have become due otherwise than by such declaration of accelerationand any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all other existing Indenture Defaults and Indenture Events of DefaultDefault under this Agreement have been cured or waived except nonpayment of principal of, other than non-payment of or interest and Premiumon, if any, on and principal of the Equipment Notes that have has become due solely because of such declaration of acceleration, have been cured . No such rescission shall affect any subsequent default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereon.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Indenture Trustee may, and, and upon the Direction directions of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, Majority in Interest shall, subject to Section 4.124.04, give declare the unpaid principal amount of all Equipment Notes then outstanding and accrued interest thereon to be due and payable, it being agreed that no Make-Whole Amount or other premium should be payable in such event; provided that if an Acceleration Notice Event of Default referred to in clause (f) and (g) of Section 5.01 hereof shall have occurred, then and in every such case the Issuer. Upon delivery unpaid principal amount of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)Equipment Notes then outstanding, the Outstanding Principal Balance of the Notes and all together with accrued and but unpaid interest thereon (but without Make-Whole Amount) and all other amounts due hereunder and on or in respect of the Equipment Notes shall be immediately and without further act become due and payablepayable without presentment, demand, protest or notice, all of which are hereby waived. At any time after the Senior Indenture Trustee or such Noteholders have so has declared the Outstanding Principal Balance unpaid principal amount of the all Equipment Notes then outstanding to be immediately due and payable, payable and prior to the exercise sale of any other remedies of the Indenture Estate pursuant to this Article IVV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Majority in Interest, by written notice to the IssuerOwner and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Equipment Notes, and the principal of, and Premium, if any, on, the on any Equipment Notes that would have has become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree decree, and (iii) all other Defaults and Events of Default, other than nonnonpayment of principal or interest 29 [Trust Indenture and Security Agreement (GATX Trust No. 2008-payment of interest and Premium, if any, 2)] on and principal of the Equipment Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) Securities of any series at the time Outstanding occurs and is continuing, the Senior Trustee may, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of all of the Outstanding Principal Balance Securities of that series by written notice to the Company (and if given by the Holders, to the Trustee), may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the Senior Class original principal amount as may be specified in the terms of Notesthat series) of and accrued interest, shallif any, subject on the Securities of that series to Section 4.12be due and payable and upon any such declaration such principal (or, give an Acceleration Notice to in the Issuer. Upon delivery case of Original Issue Discount Securities or Indexed Securities, such an Acceleration Notice (specified amount) and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)interest, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon if any, shall be immediately due and payable, provided, however, that payment of principal, premium, if any, and interest, if any, on the Securities of such series shall remain subordinated to the extent provided in Article 12. At any time after the Senior Trustee such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or such Noteholders have so declared the Outstanding Principal Balance decree for payment of the Notes to be immediately money due and payable, and prior to has been obtained by the exercise of any other remedies pursuant to Trustee as hereinafter in this Article IVprovided, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority in aggregate principal amount of the Outstanding Principal Balance Securities of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12that series, by written notice to the IssuerTrustee, may rescind and annul such declaration and thereby annul its consequences if (i) there has been paid all existing Defaults and Events of Default with respect to or deposited with Securities of that series, other than the Trustee an amount sufficient to pay all overdue installments non-payment of interest on the Notes, and the principal of, and Premiumpremium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premiuminterest, if any, on and principal Securities of the Notes that series which have become due solely because of by such declaration of acceleration, have been cured or waivedwaived as provided in Section 5.7. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon No such rescission shall automatically become immediately due and payable without affect any further action by subsequent default or impair any partyright consequent thereon.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes Securities of any series at the time Outstanding occurs and is continuing (other than an Acceleration DefaultEvent of Default specified in clause (5) occurs and is continuingor (6) of Section 5.1), the Senior Trustee may, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of all of the Outstanding Principal Balance Securities of that series, by written notice to the Company (and, if given by the Holders, to the Trustee), may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the Senior Class principal amount as may be specified in the terms of Notesthat series) of all the Securities of that series to be due and payable and upon any such declaration such principal amount (or, shallin the case of Original Issue Discount Securities, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon specified amount) shall be immediately due and payable. At any time after the Senior Trustee such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or such Noteholders have so declared the Outstanding Principal Balance decree for payment of the Notes to be immediately money due and payable, and prior to has been obtained by the exercise of any other remedies pursuant to Trustee as hereinafter in this Article IVprovided, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority in aggregate principal amount of the Outstanding Principal Balance Securities of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12that series, by written notice to the IssuerTrustee, may rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other existing Defaults and Events of DefaultDefault with respect to Securities of that series, other than the non-payment of interest and Premiumthe principal amount (or, if anyin the case of Original Discount Securities, on and principal such specified amount) of the Notes Securities of that series which have become due solely because of by such declaration of acceleration, have been cured or waivedwaived as provided in Section 5.7. No such rescission shall affect any subsequent Default or impair any right consequent thereon. If an Acceleration Event of Default occursspecified in clause (5) or (6) of Section 5.1 occurs and is continuing, the Outstanding Principal Balance principal amount of all the Securities of any series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the Notes principal amount as may be specified in the terms of that series) shall ipso facto become and all accrued and unpaid interest thereon shall automatically become be immediately due and payable without any further action by declaration or other act on the part of the Trustee or any partyHolder.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, andTrustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, shall give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) above involving the Company or a Subsidiary Guarantor) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then Outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then Outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall on all the Securities then Outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) above involving the Company or a Subsidiary Guarantor occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, on, and accrued and unpaid interest on the Notes that would have Securities then Outstanding will ipso facto become due otherwise and payable without any declaration or other act on the part of any Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then Outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified in Section 7.01(f) or (g) with respect to any Company) occurs with respect to any series of Securities and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities of such series, by notice to the Companies (with a copy to the Trustee, if delivered by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities of such series to be due and payable. Upon such a declaration, such principal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in Section 7.01(f) or (g) with respect to the Notes (other than an Acceleration Default) occurs and is continuingany Company occurs, the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premiumpremium, if any, on, and interest on all the Notes that would have Securities shall become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become be immediately due and payable without any further declaration or other act on the part of the Trustee or any Holders. In the event of any Event of Default specified in Section 7.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose the Companies deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any partysuch events.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 5.1(6) or (7) of this Indenture in respect of the Company or the Guarantor) occurs and is continuing, either the Senior Trustee mayby written notice to the Company, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of the Applicable Securities at the time Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice by notice to the Issuer. Upon delivery of such an Acceleration Notice (Company and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)the Trustee, may declare the Outstanding Principal Balance of the Notes principal amount and all accrued and unpaid interest thereon shall interest, if any, through the date of declaration on all the Applicable Securities to be immediately due and payable. At any time after the Senior Trustee Upon such a declaration, such principal amount, and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.1(6) or such Noteholders have so declared the Outstanding Principal Balance (7) of this Indenture occurs in respect of the Notes to Company or the Guarantor and is continuing, the principal amount, and accrued and unpaid interest, if any, on all the Applicable Securities shall become and be immediately due and payable, and prior to payable without any declaration or other act on the exercise part of the Trustee or any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction Securityholders. The Holders of Noteholders holding a majority in aggregate principal amount of the Outstanding Principal Balance of Applicable Securities at the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12time Outstanding, by written notice to the IssuerTrustee (and without notice to any other Securityholder), may rescind any acceleration of the Applicable Securities and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree of any court of competent jurisdiction and (iii) if all other Defaults and existing Events of DefaultDefault have been cured or waived except nonpayment of the principal amount, other than non-payment of interest and Premiumaccrued and unpaid interest, if any, on and principal of the Notes that have become due solely because as a result of such declaration acceleration and if all amounts due to the Trustee under Section 6.8 of acceleration, this Indenture have been cured paid. No such rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto."

Acceleration; Rescission and Annulment. (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if an Event of Default (other than an Event of Default specified in Section 7.01(f) or (g) with respect to any Company) occurs with respect to any series of Securities and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities of such series, by notice to the Companies (with a copy to the Trustee, if delivered by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities of such series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 7.01(f) or (g) with respect to the Notes (other than an Acceleration Default) occurs and is continuingany Company occurs, the Senior Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premiumpremium, if any, on, and interest on all the Notes that would have Securities shall become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become be immediately due and payable without any further declaration or other act on the part of the Trustee or any Holders. In the event of any Event of Default specified in Section 7.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose the Companies deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any partysuch events.

Acceleration; Rescission and Annulment. (a) If an Indenture Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, either the Senior Indenture Trustee, by notice to the Company and the Owner Trustee, or the Holders of at least 25% in aggregate principal amount of Outstanding Certificates, by notice to the Company, the Indenture Trustee, the Owner Trustee mayand the Owner Participant, and, upon may declare the Direction principal of Noteholders holding a majority all the Certificates to be due and payable; provided that the Certificates will automatically become immediately due and payable without any action of the Outstanding Principal Balance Indenture Trustee or of any Holder in the Senior Class case of Notesan Indenture Event of Default under Section 8.01(f) or (g). Upon such declaration, shall, subject to Section 4.12, give an Acceleration Notice the principal of all Certificates together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the Issuer. Upon delivery date payment of such an Acceleration Notice (and so long as such Acceleration Notice principal has not been rescinded and annulled pursuant to this Indenture)made or duly provided for, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, declaration and prior to the exercise sale or disposition of any other remedies pursuant to this Article IVthe Indenture Estate, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority in aggregate principal amount of all of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Certificates, by written notice to the IssuerIndenture Trustee, the Company, the Owner Trustee and the Owner Participant, may rescind and annul such a declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest principal on the Notes, and the principal of, and Premium, if any, on, the Notes that would any Certificates which have become due otherwise than by such declaration of accelerationand any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all other existing Indenture Defaults and Indenture Events of DefaultDefault under this Indenture have been cured or waived except nonpayment of principal of, other than non-payment of or interest and Premiumon, if any, on and principal of the Notes Certificates that have has become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in SECTION 6.1(g) or (h) above involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall on all the Securities then outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest will become immediately due and payable, and prior notwithstanding anything contained in the Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in SECTION 6.1(g) or (h) above involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, on, and accrued and unpaid interest on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, and, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the such Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such the Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, on the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest on and principal and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) above involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall on all the Securities then outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest will become immediately due and payable, and prior notwithstanding anything contained in the Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) above involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, on, and accrued and unpaid interest on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Indenture -------------------------------------- Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Indenture Trustee may, andsubject to clause (b) of this Section 4.2, and upon the Direction directions of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, Majority in Interest shall, subject to Section 4.124.4, give an Acceleration Notice to declare the Issuer. Upon delivery unpaid principal amount of such an Acceleration Notice (all Equipment Notes then outstanding, Late Payment Premium and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall and on the Equipment Notes to be immediately due and payable, it being agreed Trust Indenture and Security Agreement (GARC II 98-A) that no Make-Whole Amount shall be payable in such event. At any time after the Senior Indenture Trustee or such Noteholders have so has declared the Outstanding Principal Balance unpaid principal amount of the all Equipment Notes then outstanding to be immediately due and payable, payable and prior to the exercise sale of any other remedies of the Indenture Estate pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Majority in Interest, by written notice to the IssuerOwner Trustee, the Lessee and the Indenture Trustee, may rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest and Late Payment Premium (and accrued interest thereon) on the Equipment Notes, and the principal of, and Premium, if any, on, the of any Equipment Notes that would have has become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree decree, and (iii) all other Indenture Defaults and Indenture Events of Default, other than non-payment nonpayment of principal, Late Payment Premium or interest and Premium, if any, on and principal of the Equipment Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default specified in‌ Section 5.02(i) or Section 5.02(j) hereof occurs with respect to the Company, the principal amount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes (will immediately become due and payable without any further action or notice by any party. If any other than an Acceleration Default) Event of Default occurs and is continuing, the Senior Trustee mayTrustee, and, upon the Direction of Noteholders holding by delivering a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice written notice to the Issuer. Upon delivery Company, or the Holders of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the interest, if any, on all then outstanding Notes to be immediately due and payable, and prior upon such declaration, the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes will immediately become due and payable. Notwithstanding anything to the exercise of any other remedies pursuant to contrary in this Article IVIndenture, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority of the Outstanding Principal Balance aggregate principal amount of the Senior Class then outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, shall, subject to Section 4.5(a) rescind any acceleration of the Notes and Section 4.12, its consequences hereunder by written delivering notice to the Issuer, rescind and annul such declaration and thereby annul its consequences Trustee if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iiiii) all other Defaults and existing Events of Default, Default (other than non-payment the nonpayment of interest and Premiumthe principal of, interest, if any, on and principal of on, or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that have has become due solely because of such declaration as a result of acceleration, ) have been cured or waived. If an Acceleration No such rescission will affect any subsequent Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without or impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) above involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall on all the Securities then outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) above involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, on, and accrued and unpaid interest on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its EXHIBIT 4.35 (continued) consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) above involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 25% in aggregate principal amount of the then Outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 25% in aggregate principal amount of the Outstanding Principal Balance of Securities then Outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall on all the Securities then Outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) above involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, on, and accrued and unpaid interest on the Notes that would have Securities then Outstanding will ipso facto become due otherwise and payable without any declaration or other act on the part of any Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then Outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 5.1(7) or (8) of this Indenture in respect of the Company or the Guarantor) occurs and is continuing, either the Senior Trustee mayby written notice to the Company, and, upon or the Direction Holders of Noteholders holding a majority at least 25% in aggregate principal amount of the Applicable Securities at the time Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice by notice to the Issuer. Upon delivery of such an Acceleration Notice (Company and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)the Trustee, may declare the Outstanding Principal Balance of the Notes principal amount and all accrued and unpaid interest thereon shall interest, if any, through the date of declaration on all the Applicable Securities to be immediately due and payable. At any time after the Senior Trustee Upon such a declaration, such principal amount, and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 5.1(7) or such Noteholders have so declared the Outstanding Principal Balance (8) of this Indenture occurs in respect of the Notes to Company or the Guarantor and is continuing, the principal amount, and accrued and unpaid interest, if any, on all the Applicable Securities shall become and be immediately due and payable, and prior to payable without any declaration or other act on the exercise part of the Trustee or any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction Holders. The Holders of Noteholders holding a majority in aggregate principal amount of the Outstanding Principal Balance of Applicable Securities at the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12time Outstanding, by written notice to the IssuerTrustee (and without notice to any other Holder), may rescind any acceleration of the Applicable Securities and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree of any court of competent jurisdiction and (iii) if all other Defaults and existing Events of DefaultDefault have been cured or waived except nonpayment of the principal amount, other than non-payment of interest and Premiumaccrued and unpaid interest, if any, on and principal of the Notes that have become due solely because as a result of such declaration acceleration and if all amounts due to the Trustee under Section 6.8 of acceleration, this Indenture have been cured paid. No such rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.”

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default under clause (h) or (i) of Section 4.01) occurs and is continuing, the Senior Trustee may, and, upon the Direction direction of Noteholders holding Holders (not affiliated with the Issuer) of a majority of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), Issuer declaring the Outstanding Principal Balance of the such Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of an Acceleration Notice, such Outstanding Principal Balance and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so has declared the Outstanding Principal Balance of the Notes to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction direction of Noteholders holding Holders (not affiliated with the Issuer) of a majority of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.124.05(a), by written notice to the IssuerIssuer and the Trustee, rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, on the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, acceleration have been cured or waived. If an Acceleration Event of Default under clause (h) or (i) of Section 4.01 occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 30% in aggregate principal amount of the then Outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 30% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall (including Additional Interest, if any) on all the Securities then outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest (including Additional Interest, if any) will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, onand accrued and unpaid interest (including Additional Interest, if any) on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest (including Additional Interest, if any) on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Indenture Event -------------------------------------- of Default under Section 8.01(e) or 8.01(f) shall have occurred and is continuing, then the principal of the all Equipment Notes, together with accrued but unpaid interest thereon, and all other amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Indenture Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, may (and shall, subject to Section 4.122.6 of the Intercreditor Agreement, give an Acceleration Notice upon receipt of a written demand therefor from the holders of 25% in outstanding principal amount of the Equipment Notes), by notice to the Issuer. Upon delivery Owner declare the principal of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), all the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Equipment Notes to be immediately due and payable. Upon such declaration, the principal of all Equipment Notes together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, without Make-Whole Amount. At any time after such declaration and prior to the exercise sale or disposition of any other remedies pursuant to this Article IVthe Indenture Estate, the Senior Trustee, Indenture Trustee may (and shall upon the Direction receipt of Noteholders holding a majority written demand therefor from a Majority in Interest of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(aNoteholders) and Section 4.12, by written notice to the IssuerOwner, rescind and annul any such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest principal on the Notes, and the principal of, and Premium, if any, on, the any Equipment Notes that would which have become due otherwise than by such declaration of accelerationand any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all other existing Indenture Defaults and Indenture Events of DefaultDefault under this Agreement have been cured or waived except nonpayment of principal of, other than non-payment of or interest and Premiumon, if any, on and principal of the Equipment Notes that have has become due solely because of such declaration of acceleration, have been cured . No such rescission shall affect any subsequent default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereon.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Senior Class of Notes (other than an Acceleration DefaultEvent of Default under clause (f) or (g) of Section 4.01) occurs and is continuing, the Senior Trustee may, and, upon the Direction direction of Noteholders holding a majority Holders of at least 25% of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, give an Acceleration a Default Notice to the Issuer. Upon delivery of such an Acceleration Notice (, the Cash Manager, the Administrative Agent and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Trustee declaring the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of a Default Notice, such Outstanding Principal Balance and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so has declared the Outstanding Principal Balance of the Notes to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction Holders of Noteholders holding a majority of the aggregate Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, the Senior Trustee and the Administrative Agent, may, subject to Section 4.05(a), rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Senior Trustee an amount sufficient to pay all overdue installments of interest on the MSAF Group Notes, and the principal of, of and Premium, if any, on, on the MSAF Group Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, principal on and principal of the MSAF Group Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Event of Default under clause (f) or (g) of Section 4.01 occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes Senior Class (other than an Acceleration DefaultEvent of Default under clause (e) or (f) of Section 4.01) occurs and is continuing, the Senior Trustee Controlling Party may, and, and (if the Controlling Party is solely the Senior Trustee) upon the Direction written direction of Noteholders holding Holders of a majority of the aggregate Outstanding Principal Balance of the Senior Class of NotesClass, shall, subject to Section 4.12, give an Acceleration a Default Notice to the Issuer. Upon delivery of such an Acceleration Notice (, the Cash Manager, the Administrative Agent, the Security Trustee and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Trustee declaring the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of a Default Notice, such Outstanding Principal Balance and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so Controlling Party has declared the Outstanding Principal Balance of the Notes to be immediately due and payable, payable and prior to the exercise of any other remedies pursuant to this Article IV, the Controlling Party may (and if the Controlling Party is the Senior Trustee, upon the Direction written direction of Noteholders holding Holders of a majority of the aggregate Outstanding Principal Balance of the Senior Class of NotesClass, shall) by Written Notice to the Issuer, the Senior Trustee (if not the Controlling Party), the Cash Manager, the Administrative Agent, the Security Trustee and the Trustee, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer4.05(a), rescind and annul such declaration and thereby annul its consequences if if: (i) there has been paid to or deposited with the Senior Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, or Redemption Price of the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment nonpayment of interest and Premium, if any, principal on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If the Controlling Party is the Policy Provider or the Initial Primary Liquidity Facility Provider, only it may give a notice of annulment. If an Acceleration Event of Default under clause (e) or (f) of Section 4.01 occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration DefaultEvent of Default specified in Section 6.1(g) or (h) involving the Company) occurs and is continuing, then and in every such case the Senior Trustee or the Holders of not less than 30% in aggregate principal amount of the then outstanding Securities may, and, and the Trustee shall upon the Direction request of Noteholders holding a majority Holders of not less than 30% in aggregate principal amount of the Outstanding Principal Balance of Securities then outstanding, declare the Senior Class of Notesunpaid principal of, shallpremium, subject to Section 4.12if any, give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall (including Additional Interest, if any) on all the Securities then outstanding to be immediately due and payable. At any time after , by a notice in writing to the Senior Trustee or Company (and to the Trustee, if given by Holders) and upon such Noteholders have so declared the Outstanding Principal Balance of the Notes to be declaration such principal amount, premium, if any, and accrued and unpaid interest (including Additional Interest, if any) will become immediately due and payable, and prior notwithstanding anything contained in this Indenture or the Securities to the exercise contrary. If an Event of any other remedies pursuant to this Article IVDefault specified in Section 6.1(g) or (h) involving the Company occurs, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12, by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the unpaid principal of, and Premiumpremium, if any, onand accrued and unpaid interest (including Additional Interest, if any) on the Notes that would have Securities then outstanding will ipso facto become due otherwise and payable. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of the Securities and its consequences if all existing Events of Default (other than the nonpayment of principal of and premium, if any, and interest (including Additional Interest, if any) on the Securities which has become due solely by virtue of such declaration of acceleration, (ii) have been cured or waived and if the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of decree. No such declaration of acceleration, have been cured rescission shall affect any subsequent Default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereto.

Acceleration; Rescission and Annulment. (a) If an Event of Default with respect to the Notes (other than an Acceleration Default) occurs and is continuing, the Senior Trustee may, andTrustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.12, shall give an Acceleration Notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture), the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Notes to be immediately due and payable, and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12), by written notice to the Issuer, rescind and annul such declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of, and Premium, if any, on, the Notes that would have become due otherwise than by such declaration of acceleration, (ii) the rescission would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and Premium, if any, on and principal of the Notes that have become due solely because of such declaration of acceleration, have been cured or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without any further action by any party.

Acceleration; Rescission and Annulment. (a) If an -------------------------------------- Indenture Event of Default under Section 8.01(f) or 8.01(g) or a Lease Event of Default under Section 14(f) or 14(g) of the Lease shall have occurred and is continuing, then the principal of the Equipment Notes, together with respect to the Notes (accrued but unpaid interest thereon, and all other than an Acceleration Default) amounts due thereunder and hereunder shall immediately become due and payable without presentment, demand, protest or notice, all of which are hereby waived, and if any other Indenture Event of Default occurs and is continuing, either the Senior Indenture Trustee, by notice to the Lessee and the Owner Trustee may, and, upon the Direction of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, shallor, subject to Section 4.122.6 of the Intercreditor Agreement, give an Acceleration Notice Noteholders of at least 25% in principal amount of outstanding Equipment Notes, by notice to the Issuer. Upon delivery of such an Acceleration Notice (and so long as such Acceleration Notice has not been rescinded and annulled pursuant to this Indenture)Lessee, the Outstanding Principal Balance Indenture Trustee, the Owner Trustee and the Owner Participant, may declare the principal of all the Notes and all accrued and unpaid interest thereon shall be immediately due and payable. At any time after the Senior Trustee or such Noteholders have so declared the Outstanding Principal Balance of the Equipment Notes to be immediately due and payable. Upon such declaration, the principal of all Equipment Notes together with accrued interest thereon from the date in respect of which interest was last paid hereunder to the date payment of such principal has been made or duly provided for, but without [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Make-Whole Amount or premium, shall be immediately due and payable without presentment, demand, protest or other notice, all of which are hereby waived. At any time after such declaration and prior to the exercise of any other remedies pursuant to this Article IV, the Senior Trustee, upon the Direction of Noteholders holding a majority sale or disposition of the Outstanding Principal Balance Indenture Estate, a Majority-in-Interest of the Senior Class of Notes, shall, subject to Section 4.5(a) and Section 4.12Noteholders, by written notice to the IssuerIndenture Trustee, the Lessee, the Owner Trustee and the Owner Participant, may rescind and annul such a declaration and thereby annul its consequences if (i) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of interest principal on the Notes, and the principal of, and Premium, if any, on, the any Equipment Notes that would which have become due otherwise than by such declaration of accelerationand any interest thereon and interest due or past due, if any, and all sums due and payable to the Indenture Trustee have been deposited with the Indenture Trustee, (ii) the rescission would not conflict with any judgment or decree and (iii) all other existing Indenture Defaults and Indenture Events of DefaultDefault under this Agreement have been cured or waived except nonpayment of principal of, other than non-payment of or interest and Premiumon, if any, on and principal of the Equipment Notes that have has become due solely because of such declaration of acceleration, have been cured . No such rescission shall affect any subsequent default or waived. If an Acceleration Default occurs, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become immediately due and payable without impair any further action by any partyright consequent thereon.