Common use of Rescission Clause in Contracts

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual Notes, as applicable, all principal of any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as the case may be, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectivelythe Required Holders or, not less than 51% in principal amount of if the Notes of such Class then outstanding (in the case of have been declared due and payable pursuant to Section 12.1(b)12.1(c) or the by any holder or holders of Notes, such Notes (in holder or holders, as the case of Section 12.1(c)), in either casemay be, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if consequences, and at any time after any Notes have become due and payable pursuant to clause (a) of Section 12.1, the holders of all Notes then outstanding, by written notice to the Company, may rescind acceleration of the Notes resulting from the occurrence of an Event of Default described in paragraph (h) of Section 11, if in each case (i) the Company or the Issuer Subsidiary has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationdeclaration or acceleration, have been cured or have been waived pursuant to Section 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the CompanyObligors, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, or Net Loss, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company no Obligor nor any Subsidiary Guarantor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Required Holders with respect to Section 12.1(b)) or the holder or holders who have made such declaration with respect to an Event of such Notes (in the case of Default under Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class Notes of Notes or individual Notes any Series have been declared due and payable pursuant to clause (b) of Section 12.1(b) or (c)13.1, respectively, the holders of not less than 51% a majority in principal amount of the Notes of such Class Series then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes of such Class of Notes or such individual Notes, as applicableSeries, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, Series that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual NotesSeries, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration if such amounts were not paid pro rata to all holders of the Notes, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, Required Holders by written notice to the Companyany Obligor, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither none of the Company Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, not less than the holder or holders of at least 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and any applicable Make-Whole Amount, prepayment premium and LIBOR Breakage Amount on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, prepayment premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b13.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount and Swap Reimbursement Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, Make-Whole Amount and Swap Reimbursement Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% the Required Holders in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Parent REIT and the Company has have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Parent REIT, the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of the Notes or such individual Notesand all overdue Excess Leverage Fees, as applicableif any, all principal of and applicable Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, Note that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes the Debentures have automatically become due and payable or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c)9.2, respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid or deposited with the Debenture Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on such Class of Notes or such individual Notesthe Debentures, as applicable, (ii) all principal of and premium, if any, on any Notes of such Class or such individual Notes, in either case, Debentures that are due and payable and are unpaid other than by reason of such declaration, any acceleration under Section 9.2 and all interest on such overdue principal and premium, if any, (iii) to the extent permitted by applicable law, all interest on overdue installments of interest at the rate borne by the Debentures, and (iv) any overdue interest in respect all sums paid or advanced by the Debenture Trustees hereunder and the reasonable expenses, disbursements and advances of the Notes of such Class or such individual NotesDebenture Trustees, as the case may be, their agents and counsel; (b) neither no judgment or decree has been entered for the Company nor payment of any other Person shall have paid any amounts which have become monies due solely by reason of such declaration, pursuant hereto or to the Debentures; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 9.2, have been cured or have been waived pursuant to Section 179.13, and (d) no judgment Section 10.1 or decree has been entered for Section 10.2, then the payment Debenture Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Debentures, by written notice to the Notes Issuer, rescind or annul any acceleration under Section 9.2 and its consequences or waive any existing Default or Event of such Class or such individual Notes, as the case may beDefault under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 9.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. (a) At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences including pursuant to Section 13.2(d) (other than with respect to a Subordinate Note Event of Default) if (ai) the Company has Obligors have paid all overdue interest on such Class of Notes or such individual the Senior Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Senior Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Senior Notes, as at the case may beDefault Rate, (bii) neither the Company any Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (ciii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (div) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, pursuant to any other Note Document or pursuant to the Notes of such Class or such individual Senior Notes, as the case may be. No rescission and annulment under this Section 12.3 12.3(a) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of the Notes have automatically become due and payable or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c)6.2, respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid or deposited with the Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on such Class of Notes or such individual the Notes, as applicable, (ii) all principal of and premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, any acceleration under Section 6.2 and all interest on such overdue principal and premium, if any, (iii) to the extent permitted by applicable law, all interest on overdue installments of interest at the rate borne by the Notes, and (iv) any overdue interest in respect all sums paid or advanced by the Trustees hereunder and the reasonable expenses, disbursements and advances of the Notes of such Class or such individual NotesTrustees, as the case may be, their agents and counsel; (b) neither no judgment or decree has been entered for the Company nor payment of any other Person shall have paid any amounts which have become monies due solely by reason of such declaration, pursuant hereto or to the Notes; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 6.2, have been cured or have been waived pursuant to Section 176.13, and (d) no judgment Section 7.1 or decree has been entered for Section 7.2, then the payment Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the Notes Issuer, rescind or annul any acceleration under Section 6.2 and its consequences or waive any existing Default or Event of such Class or such individual Notes, as the case may beDefault under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 6.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Fixed Rate Notes have been declared due and payable pursuant to Section 12.1(b8.2(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseFixed Rate Note Holders, by written notice to the CompanyBorrower, may rescind and annul any such declaration and its consequences if (a) the Company Borrower has paid all overdue interest on such Class of Notes or such individual the Fixed Rate Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Fixed Rate Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Fixed Rate Notes, as at the case may beDefault Rate, (b) neither the Company Borrower nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1710.1, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Fixed Rate Notes, as the case may be. No rescission and annulment under this Section 12.3 8.4 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less the holders of more than 5150% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither such holders have refunded to the Company nor any amounts that shall have been paid by the Company or any other Person shall have paid any amounts which have become due on the Company’s behalf solely by reason of the amounts having become due and payable pursuant to such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if consequences, and at any time after any Notes have become due and payable pursuant to clause (a) of Section 12.1, the holders of all Notes then outstanding, by written notice to the Company, may rescind acceleration of the Notes resulting from the occurrence of an Event of Default described in paragraph (h) of Section 11, if in each case (i) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationdeclaration or acceleration, have been cured or have been waived pursuant to Section 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding the Required Holders (in the case of a declaration pursuant to Section 12.1(b)) or any holder who has made the holder or holders of such Notes declaration (in the case of a declaration pursuant to Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of of, and Make-Whole Amount and accrued Additional Payments, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount and accrued Additional Payments, if any, and (to the extent permitted by applicable lawLaw) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual the Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, the holders of not less than 51% in aggregate principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and LIBOR Breakage Amount and Prepayment Premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and LIBOR Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual any Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseMajority Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid or deposited pursuant to trust arrangements acceptable to the Majority Holders all overdue interest on such Class of Notes or such individual any Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to clause Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and applicable Yield-Maintenance Amount then due and owing (as a result of prepayment pursuant to Section 8.2) and/or applicable Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Yield-Maintenance Amount and/or Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and any applicable Make-Whole Amount, prepayment premium and LIBOR Breakage Amount on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, prepayment premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bparagraph (b) or (c)) of Section 12.1, respectively, not less the holders of more than 5150% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of the Notes or such individual Notesand all overdue Excess Leverage Fees, as applicableif any, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual NotesNote and Net Loss, in either caseif any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseMajority Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid or deposited pursuant to trust arrangements acceptable to the Majority Holders all overdue interest on such Class of Notes or such individual any Notes, as applicable, all principal of of, Make-Whole Amount, if any, and Swap Reimbursement Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and Excess Leverage Fees, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Excess Leverage Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual the Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, the holders of not less than 51% in aggregate principal amount of the Notes of such Class any Series then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyObligors, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on the Notes of such Class of Notes or such individual Notes, as applicableSeries, all principal of and Make-Whole Amount on any Notes of such Class or such individual Notes, in either case, Series that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual NotesSeries, as at the case may beDefault Rate, (b) neither the Company any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the any Notes of such Class or such individual Notes, as the case may beSeries. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes Replacement Bonds have been declared due and payable pursuant to Section 12.1(b13.2(a) hereof (other than by reason of an Event of Default under clause (g) or (ch) of Section 13.1 hereof), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseBondholders, by unanimous written notice consent to the Issuer, the Collateral Trustee and the Company, may rescind and annul any such declaration and its consequences if (ai) the Company has there shall have been paid all overdue interest on such Class of Notes or such individual Notes, as applicablethe Replacement Bonds, all principal of and Make-Whole Premium, if any, on any Notes of such Class or such individual Notes, in either case, Replacement Bonds that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual NotesReplacement Bonds, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1716.5 hereof, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may beReplacement Bonds. No rescission and annulment under this Section 12.3 13.2(c) will extend to or affect any subsequent Event of Default or Potential Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make‑Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, Required Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notesand Net Loss, in either caseif any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Issuers have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Issuers nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notesand Swap Breakage Loss, in either caseif any, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Swap Breakage Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and the Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% the Required Holders in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b11.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, by written notice to the Company, Required Purchasers may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of on any Notes of such Class or such individual Notes, in either case, that are is due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, and (to the extent permitted by applicable lawApplicable Law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Inchoate Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17Article 16, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 11.3 will extend to or affect any subsequent Event of Default or Inchoate Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bparagraph (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, Required Holders by written notice no­tice to the CompanyCom­pany, may rescind re­scind and annul any such declaration dec­laration and its consequences con­se­quences if (a) the Company has paid all overdue interest inter­est on such Class of Notes or such individual the Notes, as applicableall prin­cipal of and Make-Whole Amount, all principal of if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declarationdeclara­tion, and all interest inter­est on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted per­mitted by applicable applic­able law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment pay­ment of amounts that have become due solely by reason of such declarationdeclara­tion, have been cured or have been waived pursuant pur­suant to Section Sec­tion 17, and (dc) no judgment judg­ment or decree de­cree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission re­scission and annulment annul­ment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent conse­quent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Prepayment Settlement Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Prepayment Settlement Amount and Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and Excess Leverage Fees, if any, and Change in Control Prepayment Fees, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Excess Leverage Fees, if any, and Change in Control Prepayment Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and applicable Make-Whole Amount, if any, on any Notes of such Class or such individual Note and Net Loss, if any, on any Swapped Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c14.1(b), respectively, the holders of not less than 5150.1% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyAuthority, may rescind and annul any such declaration and its consequences if (a) the Company Authority has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Breakage Costs, Make-Whole Amount and Applicable Premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Breakage Costs, Make-Whole Amount and Applicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to paragraph (b) of Section 12.1(b) or (c)12.1, respectively, the holders of not less than 51a majority in principal amount of the Notes then outstanding, and at any time after any Notes have been declared due and payable pursuant to paragraph (c)(ii) of Section 12.1, the holders of more than 75% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of any Notes of such Class or such individual Notesand Make-Whole Amount, in either caseif any, that are due and payable and are unpaid on any Notes other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes as a result of such Class or such individual Notes, as the case may bedeclaration. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c14.1(b), respectively, the holders of not less than 5150.1% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyAuthority, may rescind and annul any such declaration and its consequences if (a) the Company Authority has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and [Breakage Costs,] Make-Whole Amount and Applicable Premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and [Breakage Costs,] Make-Whole Amount and Applicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 5150% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Retail Properties of America, Inc. Note Purchase Agreement Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and TYG 2011 LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and TYG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the CompanyFund, may rescind and annul any such declaration and its consequences if (a) the Company Fund has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company Fund nor any other Person shall have paid any amounts which have become due CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement all interest on such overdue principal principal, Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Obligors nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the Holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such ANNEX A-39 (Amended and Restated Note Purchase Agreement) declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Yield-Maintenance Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Yield-Maintenance Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and TTP 2011 LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and TTP 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and NTG 2011 LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and NTG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual the Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company each Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount or Net Loss, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount or Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company any Issuer nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 5160% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and the Make‑Whole Amount, if any, and Swap Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and the Make‑Whole Amount, if any, and Swap Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Sensient Technologies Corporation Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, not less than the holder or holders of at least 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class Notes of Notes or individual Notes a Series have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount the Required Holders of Notes the applicable Series of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseNotes, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes of such Class of Notes or such individual Notes, as applicableSeries, all principal of and the applicable Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, Series that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and such Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual NotesSeries, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, to any Supplement, or to the terms of the Notes of such Class or such individual Notes, as the case may beSeries. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, Series A Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Series A Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding the Required Holders (in the case of a declaration pursuant to Section 12.1(b)) or any holder who has made the holder or holders of such Notes declaration (in the case of a declaration pursuant to Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts Roanoke Gas Company Note Purchase Agreement which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of of, Make-Whole Amount, if any, Prepayment Premium, if any, and Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, Make-Whole Amount, if any, Prepayment Premium, if any, and Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notesand Net Loss, in either caseif any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. -42- Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. SECTION 13.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding the Required Holders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such Notes declaration (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount [or Modified Make-Whole Amount], if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount [or Modified Make-Whole Amount], if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of the Notes or such individual Notesand all overdue Excess Leverage Fees, as applicableif any, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either caseNote, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Tortoise MLP Fund, Inc. Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, Required Holders by written notice to the CompanyCo-Issuers, may rescind and annul any such declaration and its consequences if (a) the Company has Co-Issuers have paid all overdue interest on such Class the Notes of Notes or such individual Notes, as applicableall Series, all principal of any and Make-Whole Amount, if any, on the Notes of such Class or such individual Notes, in either case, all Series and all other amounts that are due and payable and are unpaid under the Transaction Documents other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notesall Series, as at the case may berespective Default Rate, (b) neither the Company Co-Issuers nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and DefaultsDefaults with respect to any Series of Notes, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may beany series. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default for or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectivelythe Required Holders or, not less than 51% in principal amount of if the Notes of such Class then outstanding (in the case of have been declared due and payable pursuant to Section 12.1(b)12.1(c) or the by any holder or holders of Notes, such Notes (in holder or holders, as the case of Section 12.1(c)), in either casemay be, by written -39- notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has Obligors have paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Tortoise MLP Fund, Inc. Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Parent Guarantor or the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such UTI Worldwide Inc. Note Purchase Agreement declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and Prepayment Settlement Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Prepayment Settlement Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of the Notes or such individual Notesand all overdue Excess Leverage Fees, as applicableif any, all principal of and applicable Make-Whole Amount, if any, on any Notes of such Class or such individual NotesNote and Net Loss, in either caseif any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount and Floating Rate Prepayment Amount, if any and the LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement overdue principal principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount and the Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notesand Net Loss, in either caseif any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of the Notes or such individual Notesand all overdue Excess Leverage Fees, as applicableif any, all principal of and applicable Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either caseNote, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of, applicable Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Change of Control Premium and Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal principal, the Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Change of Control Premium and Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, to any Supplement or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c) of Section 12.1 (or shall have become due and payable as provided in the Intercreditor Agreement - a "Special Acceleration"), respectively, not less than 51% in principal amount the Required Holders (but subject to the terms of Notes of such Class then outstanding (the Intercreditor Agreement in the case of Section 12.1(ba Special Acceleration)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been Alliance Resource GP, LLC Note Purchase Agreement waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make‑Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due ‑29‑ American Assets Trust, L.P. Note Purchase Agreement solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual the Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, not less the Holders of more than 5150% in aggregate principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make‑Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1716, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual any Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. South Jersey Gas Company Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (measured based on the principal amount thereof in the case of Section 12.1(b)) or the holder or holders of such Series A Notes (and Accreted Value thereof in the case of Section 12.1(cthe Series B Notes)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, at the Default Rate or Adjusted Default Interest Rate, as the case may beapplicable, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicableany overdue Excess Leverage Fee, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notesand any overdue Excess Leverage Fee, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Companyany Obligor, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default Defaults or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c) (but prior to enforcement being undertaken under any Finance Document), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company no Transaction Party nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, not less the holders of more than 5150% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and any applicable Prepayment Premium and LIBOR Breakage Amount on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Prepayment Premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, the holders of not less than 51% in principal amount of the Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, LIBOR Breakage Amount and Prepayment Premium, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, LIBOR Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either case, Required Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Waste Connections, Inc. Note Purchase Agreement

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and TYY 2011 LIBOR Breakage Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and TYY 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case ) of Section 12.1(b)) or 12.1, the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual NotesNote and Net Loss, in either caseif any, on any Swapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, respectively, not less the holders of more than 5150% in aggregate principal amount of the Notes of such Class any Series then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences with respect to the Notes of such Series if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and applicable Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, Series that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual NotesSeries, as at the case may beDefault Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the any Notes of such Class or such individual Notes, as the case may beSeries. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or 12.01 (cother than pursuant to the provisos set forth therein), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Purchasers, by written notice to the CompanyIssuer, may rescind and annul any such declaration and its consequences if (a) the Company Issuer has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Mandatory Redemption Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Mandatory Redemption Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate, (b) neither the Company Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1713.01, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 12.03 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding (in the case of Section 12.1(b)) or the holder or holders of such Notes (in the case of Section 12.1(c)), in either caseRequired Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beDefault Rate for the applicable series, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Class of Notes or individual Notes have been declared due and payable pursuant to Section 12.1(b) or (c), respectively, not less than 51% in principal amount of Notes of such Class then outstanding the Required Holders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such Notes declaration (in the case of Section 12.1(c)), in either case, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Class of Notes or such individual the Notes, as applicable, all principal of and Make-Whole Amount, if any, on any Notes of such Class or such individual Notes, in either case, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes of such Class or such individual Notes, as at the case may beapplicable Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes of such Class or such individual Notes, as the case may be. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.