PAID AND NONASSESSABLE BY THE TRUST.
(B)
FOR SO LONG AS ANY CAPITAL SECURITIES REMAIN
OUTSTANDING, IF, UPON AN INDENTURE EVENT OF DEFAULT, THE DEBENTURE TRUSTEE FAILS
OR THE HOLDERS OF NOT LESS THAN 25% IN PRINCIPAL AMOUNT OF THE OUTSTANDING
DEBENTURES FAIL TO DECLARE THE PRINCIPAL OF ALL OF THE DEBENTURES TO BE
IMMEDIATELY DUE AND PAYABLE, THE HOLDERS OF NOT LESS THAN A MAJORITY IN
32
LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES THEN OUTSTANDING SHALL HAVE THE
RIGHT TO MAKE SUCH DECLARATION BY A NOTICE IN WRITING TO THE INSTITUTIONAL
TRUSTEE, THE SPONSOR AND THE DEBENTURE TRUSTEE.
(C)
AT ANY TIME AFTER THE ACCELERATION OF
MATURITY OF THE DEBENTURES HAS BEEN MADE AND BEFORE A JUDGMENT OR DECREE FOR
PAYMENT OF THE MONEY DUE HAS BEEN OBTAINED BY THE DEBENTURE TRUSTEE AS PROVIDED
IN THE INDENTURE, IF THE INSTITUTIONAL TRUSTEE, SUBJECT TO THE PROVISIONS
HEREOF, FAILS TO ANNUL ANY SUCH ACCELERATION AND WAIVE SUCH DEFAULT, THE HOLDERS
OF A MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES, BY WRITTEN NOTICE
TO THE INSTITUTIONAL TRUSTEE, THE SPONSOR AND THE DEBENTURE TRUSTEE, MAY RESCIND
AND ANNUL SUCH ACCELERATION AND ITS CONSEQUENCES IF:
(I)
THE SPONSOR HAS PAID OR DEPOSITED WITH
THE DEBENTURE TRUSTEE A SUM SUFFICIENT TO PAY
(A)
ALL OVERDUE INSTALLMENTS OF INTEREST ON ALL OF
THE DEBENTURES;
(B)
ANY ACCRUED DEFERRED INTEREST ON ALL OF THE
DEBENTURES;
(C)
ALL PAYMENTS ON ANY DEBENTURES THAT HAVE
BECOME DUE OTHERWISE THAN BY SUCH ACCELERATION AND INTEREST AND DEFERRED
INTEREST THEREON AT THE RATE BORNE BY THE DEBENTURES; AND
(D)
ALL SUMS PAID OR ADVANCED BY THE DEBENTURE
TRUSTEE UNDER THE INDENTURE AND THE REASONABLE COMPENSATION, DOCUMENTED
EXPENSES, DISBURSEMENTS AND ADVANCES OF THE DEBENTURE TRUSTEE AND THE
INSTITUTIONAL TRUSTEE, THEIR AGENTS AND COUNSEL; AND
(II)
ALL EVENTS OF DEFAULT WITH RESPECT TO THE
DEBENTURES, OTHER THAN THE NON-PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY,
ON THE DEBENTURES THAT HAS BECOME DUE SOLELY BY SUCH ACCELERATION, HAVE BEEN
CURED OR WAIVED AS PROVIDED IN SECTION 5.07 OF THE INDENTURE.
(D)
THE HOLDERS OF A MAJORITY IN LIQUIDATION
AMOUNT OF THE CAPITAL SECURITIES MAY, ON BEHALF OF THE HOLDERS OF ALL THE
CAPITAL SECURITIES, WAIVE ANY PAST DEFAULT OR EVENT OF DEFAULT, EXCEPT A DEFAULT
OR EVENT OF DEFAULT ARISING FROM THE NON-PAYMENT OF PRINCIPAL OF OR PREMIUM, IF
ANY, OR INTEREST ON THE DEBENTURES (UNLESS SUCH DEFAULT OR EVENT OF DEFAULT HAS
BEEN CURED AND A SUM SUFFICIENT TO PAY ALL MATURED INSTALLMENTS OF INTEREST,
PREMIUM AND PRINCIPAL DUE OTHERWISE THAN BY ACCELERATION HAS BEEN DEPOSITED WITH
THE DEBENTURE TRUSTEE) OR A DEFAULT OR EVENT OF DEFAULT IN RESPECT OF A COVENANT
OR PROVISION THAT UNDER THE INDENTURE CANNOT BE MODIFIED OR AMENDED WITHOUT THE
CONSENT OF THE HOLDER OF EACH OUTSTANDING DEBENTURE.
NO SUCH RESCISSION SHALL
AFFECT ANY SUBSEQUENT DEFAULT OR IMPAIR ANY RIGHT CONSEQUENT THEREON.
(E)
UPON RECEIPT BY THE INSTITUTIONAL TRUSTEE
OF WRITTEN NOTICE DECLARING SUCH AN ACCELERATION, OR RESCISSION AND ANNULMENT
THEREOF, BY HOLDERS OF