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

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to Securities of any series (other than an Event of Default specified in clause (5) or (6) of Section 501) occurs and is continuing, the Trustee by notice in writing to the default in payment of principal ofCompany, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33at least 25% in aggregate principal amount of the Outstanding Securities of such that series by notice in writing to the Company and the Trustee, may then declare the unpaid principal amount of and accrued interest to the date of acceleration (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of on all the Outstanding Securities of such that series and interest accrued thereon to be due and payable immediatelyimmediately and, upon any such declaration, the Outstanding Securities of that series (or specified principal amount) shall become and be immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (5) or (e6) of Section 501 occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or specified principal amount) shall have occurred ipso facto become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security of that series. Upon payment of all such principal and interest, all of the Company's obligations under the Securities of that series and (upon payment of the Securities of all series) this Indenture shall terminate, except obligations under Section 607. The Holders of not less than 33% a majority in principal amount of the Outstanding Securities of that series by notice to the Trustee may rescind an acceleration and its consequences if (i) all Securities then Outstanding (considered as one class)existing Events of Default, other than the nonpayment of the principal and not the Holders interest of the Securities of any one of that series that has become due solely by such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration, have been cured or waived, (ii) with respect to Securities of any series, the principal amount (or portion thereof in extent the case of Discount Securities) payment of such Securities interest is lawful, interest on overdue installments of interest and interest accrued thereon shall overdue principal that has become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained otherwise than by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waivedpaid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and such declaration (iv) all payments due to the Trustee and its consequences shall, without further act, be deemed to any predecessor Trustee under Section 607 have been rescinded and annulled, ifmade.

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Events of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3351% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(e) or (eSection 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority of the aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and annulledSection 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If Except to the extent provided otherwise in the establishing Board Resolution, supplemental indenture or Officers’ Certificate for such Series, if an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(e) or warranty of the Company applicable to the Securities of 6.1(f)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325.0% in aggregate principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or portion thereof) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(e) or (e6.1(f) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesthereof) of such and accrued and unpaid interest, if any, on all outstanding Securities shall automatically become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Event of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3351% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(e) or (eSection 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than 51% in aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and annulledSection 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then (and the Trustee shall at the request of such Holders) declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301thereof) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or if given by the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classHolders), and not upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Any application by the Trustee for written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Securities of Trustee, set forth in writing any one of such series, may declare the principal of all Securities and interest accrued thereon action proposed to be due taken or omitted by the Trustee under this Indenture and payable immediatelythe date on and/or after which such action shall be taken or such omission shall be effective. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of The Trustee shall not be liable for any seriesaction taken by, or omission of, the principal amount Trustee in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or portion thereof the effective date in the case of Discount Securitiesan omission), the Trustee shall have received written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) of in response to such Securities and interest accrued thereon shall become due and payable immediatelyapplication specifying the action to be taken or omitted. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter provided in this Article providedV, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series or Tranche of Senior Securities or due to at the default in time Outstanding occurs and is continuing, then, unless the performance or breach principal of any other covenant or warranty of the Company applicable to the Securities of and interest on such series but not applicable to all Outstanding or Tranche of Senior Securities shall have occurred has already become due and be continuingpayable, either the Trustee or the Holders of not less than 33% a majority in aggregate principal amount of such series or Tranche of Senior Securities then outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Senior Securities of such series may then declare the principal amount or Tranche (or, or if any of the Senior Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301thereof) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Senior Securities of such series or Tranche contained to the contrary notwithstanding; provided, however, that if an Event of Default has occurred and is continuing with respect to more than one series or Tranche of Senior Securities, the Trustee or the Holders of a majority in aggregate principal amount of the Outstanding Senior Securities (or if any of the Senior Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all such series or Tranches (voting as one class) may make such declaration of acceleration, and not the Holders of the Senior Securities of any one of such series or Tranches. If an Event of Default with respect to any series or Tranche of Subordinated Securities at the time Outstanding occurs and is continuing, then, unless the principal of and interest on such series or Tranche of Subordinated Securities has already become due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingpayable, either the Trustee or the Holders of not less than 33% a majority in aggregate principal amount of the Subordinated Securities of such series or Tranche then outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Subordinated Securities then of such series or Tranche (or if any of the Subordinated Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) to be due and payable immediately and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Subordinated Securities of such series contained to the contrary notwithstanding; provided, however, that if an Event of Default has occurred and is continuing with respect to more than one series or Tranche of Subordinated Securities, the Trustee or the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities (considered or if any of the Subordinated Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all such series or Tranche (voting as one class)) may make such declaration of acceleration, and not the Holders of the Subordinated Securities of any one of such series, may declare series or Tranches. In the principal case of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a any declaration of acceleration) with respect to acceleration of the Stated Maturity of any Original Issue Discount Securities or Indexed Securities of any a series, the Company shall furnish the Trustee with an Officer’s Certificate stating the amount of principal to be paid to a Holder of $1,000 principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelySecurities. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 5.1(4)) with respect to Securities at the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then, and in every such case, the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301terms) of all the Securities of such series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all the Outstanding Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may fail to declare the principal of all the Outstanding Securities and interest accrued thereon to be immediately due and payable immediately. As a consequence payable, the holders of each at least 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred Securities issued by the Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (herein referred to as a declaration or specified portion thereof) of accelerationand the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable. If an Event of Default specified in Section 5.1(4) with respect to Securities of any seriesat the time Outstanding occurs, the principal amount of all the Securities (or portion thereof in or, if the case of Securities are Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Payment of principal and interest accrued thereon (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable immediatelyas herein provided. At any time after such a declaration of acceleration with respect to the Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then (and the Trustee shall at the request of such Holders) declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301thereof) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or if given by the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classHolders), and not upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Any application by the Trustee for written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Securities of Trustee, set forth in writing any one of such series, may declare the principal of all Securities and interest accrued thereon action proposed to be due taken or omitted by the Trustee under this Indenture and payable immediatelythe date on and/or after which such action shall be taken or such omission shall be effective. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of The Trustee shall not be liable for any seriesaction taken by, or omission of, the principal amount Trustee in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or portion thereof the effective date in the case of Discount Securitiesan omission), the Trustee shall have received written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) of in response to such Securities and interest accrued thereon shall become due and payable immediatelyapplication specifying the action to be taken or omitted. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.01(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 33% a majority in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.01(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif (a) the Company has paid and deposited with the Trustee a sum sufficient to pay (1) all overdue instalments of interest on all Securities of that Series, without further act(2) the principal of (and premium, be deemed if any, on) any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities of that Series, (3) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest at the rate borne by the Securities of that Series, and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in clause (5) or (6) of Section 5.01 with respect to the default in payment Company) with respect to Debt Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Debt Securities of such series may then declare the principal amount (or, if any of the Debt Securities of such series are Discount Securities, such portion of the principal amount of such Discount Securities as may be specified in the terms thereof as contemplated by Section 301of such Discount Securities) of all the Debt Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) plus accrued and unpaid interest (and premium, if payable) shall become immediately due and payable. Upon payment of such amount in the Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Sections 3.01 or 3.10), all obligations of the Company in respect of the payment of principal of the Debt Securities of such series shall terminate. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (5) or (e6) of Section 5.01 occurs and is continuing with respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Debt Securities under this Indenture shall have occurred ipso facto become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyHolder. At any time after such a declaration of acceleration with respect to Debt Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Debt Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, ifconsequences:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof), by a notice in writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in the Indenture), by a notice in writing to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Event of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3351% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(e) or (eSection 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority of the aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and annulledSection 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingcontinuing with respect to Securities of any series at the time Outstanding, either then in every such case the Trustee or the Holders of not less than 33% in principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Securities of such series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), and upon receipt by the Company of notice of such declaration such principal amount (or specified amount) shall become immediately due and payable; provided, however, that if an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingcontinuing with respect to more than one series of Securities, either the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of all Securities then Outstanding (such series, considered as one class), class (and not the Holders of the Securities of any one of such series), may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each make such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to Securities at the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such series may then shall have the right to declare the principal amount (or, if any of and the interest on all the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301(including any Additional Interest) of all Securities of such series and interest accrued thereon any other amounts payable hereunder to be due and payable immediately. If and to enforce the Holders' other rights as creditors with respect to the Securities then Outstanding, PROVIDED, HOWEVER, that if upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 33at least 25% in aggregate principal amount of the outstanding Securities fail to declare the payment of all amounts on the Securities to be immediately due and payable, the holders of at least 25% in aggregate stated liquidation amount of Preferred Securities then Outstanding outstanding shall have such right, by a notice in writing to the Company (considered as one class), and not to the Trustee if given by Holders or the holders of Preferred Securities) and to enforce any and all other rights of Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) creditors with respect to Securities of the Securities. Upon any series, the such declaration such principal amount (or portion thereof in the case of Discount Securities) of such Securities and all accrued interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 501(f) or 501(g)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 33% in a majority of the principal amount of the Outstanding Securities of such that series may then declare the principal amount of all the Securities of that series (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in by the terms thereof as contemplated by Section 301thereof) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (f) or (eg) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) Section 501 with respect to Securities of any seriesseries at the time Outstanding occurs, the principal amount of all the Securities of that series (or portion thereof in the case or, if any Securities of that series are Original Issue Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and interest accrued thereon shall without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any (other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.1(7) or through (e11) shall have occurred above) occurs and be is continuing, either the Trustee by notice to the Company, or the Holders holders of not less than 33at least 25% in principal amount of all Securities then Outstanding (considered as one class)the outstanding Notes by notice to the Company and the Trustee, may, and not the Holders of Trustee at the Securities of any one request of such seriesholders shall, may declare the principal of of, premium, if any, and accrued and unpaid interest, if any, on all Securities the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest accrued thereon to will be due and payable immediately. As a consequence In the event of each such declaration (herein referred to as a declaration of accelerationacceleration of the Notes because an Event of Default described in Section 5.1(6) with respect to Securities of any serieshas occurred and is continuing, the principal amount (declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to Section 5.1(6) shall be remedied or portion thereof in cured by the case Company or a Restricted Subsidiary or waived by the holders of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time the relevant Indebtedness within 20 Business Days after such a the declaration of acceleration with respect to Securities thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any series shall have been made and before a judgment or decree for payment of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the money due shall acceleration of the Notes, have been obtained by cured or waived. If an Event of Default described in Sections 5.1(7) through (11) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee as hereinafter or any holders. The holders of a majority in this Article providedprincipal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Event Notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default giving rise to Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration shallacceleration, without further act, be deemed to have been cured or waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant or warranty than an Event of the Company applicable Default referred to the Securities of in Section 6.1(d)or (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 33at least 25% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Issuer and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of the Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in the Indenture). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in clauses (8), (9) or (10) of Section 501 with respect to the default in payment of principal of, or interest on, any series of Company) occurs and is continuing with respect to Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingseries, then either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series are Discount Securitiesseries, or such portion of the principal lesser amount as may be specified provided for in the terms thereof as contemplated by Section 301) of all Securities of such series series, and interest accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default due specified in clause (8), (9) or (10) of Section 501 with respect to default the Company occurs with respect to the Securities of any series, then the principal of all of the Securities of such series, or such lesser amount as may be provided for in the performance Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the covenants Trustee or agreements herein applicable any Holder of the Securities of such series. For purposes of clarity, the parties hereto agree that references in this Indenture to all Outstanding Securities or an Event of Default specified in Section 801(dclauses (8), (9) or (e10) of Section 501 with respect to the Company shall not include any Event of Default specified in clauses (8), (9) or (10) of Section 501 with respect to any Significant Subsidiary of the Company. At any time after Securities of any series have occurred and be continuing, either been accelerated (whether by declaration of the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of accelerationor automatically) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event due to certain events of Default specified in Section 801(d) bankruptcy, insolvency or (e) reorganization of the Company shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence immediately (provided that the payment of each principal and interest on such declaration (herein referred Securities shall remain subordinated to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof extent provided in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyIndenture). At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in clauses (9), (10) or (11) of Section 501 with respect to the default in payment of principal of, or interest on, any series of Company) occurs and is continuing with respect to Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingseries, then either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series are Discount Securitiesseries, or such portion of the principal lesser amount as may be specified provided for in the terms thereof as contemplated by Section 301) of all Securities of such series series, and interest accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantors of the Securities of such series (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default due specified in clause (9), (10) or (11) of Section 501 with respect to default the Company occurs with respect to the Securities of any series, then the principal of all of the Securities of such series, or such lesser amount as may be provided for in the performance Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the covenants Trustee or agreements herein applicable any Holder of the Securities of such series. For purposes of clarity, the parties hereto agree that references in this Indenture to all Outstanding Securities or an Event of Default specified in Section 801(dclauses (9), (10) or (e11) of Section 501 with respect to the Company shall not include any Event of Default specified in clauses (9), (10) or (11) of Section 501 with respect to any Significant Subsidiary of the Company. At any time after Securities of any series have occurred and be continuing, either been accelerated (whether by declaration of the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of accelerationor automatically) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 6.1(d)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default time Outstanding occurs and is continuing (and only in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingcircumstance), either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount of all the Securities of that series (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in by the terms thereof as contemplated by Section 301thereof) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Issuer and the Guarantors in respect of such series (and to a Responsible Officer of the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration6.1(d) with respect to Securities of any seriesseries at the time Outstanding occurs, the principal amount of all the Securities of that series (or portion thereof in the case or, if any Securities of that series are Original Issue Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and interest accrued thereon without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Other than pursuant to certain redemption events specified in the terms of Securities issued hereunder in accordance with Article 12 of this Indenture, the Issuer or the Company, as applicable, shall become due obligated to pay accrued and payable immediatelyunpaid interest at the time of the distribution of the assets of the Issuer or the Company, as applicable, arising from an Event of Default specified in Section 6.1(d). At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shall(1) the Issuer and/or the Guarantors and (2) the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any (other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d601(viii) or Section 601(ix)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least a majority in principal amount of the Outstanding Notes by notice to the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable; provided that so long as any Designated Senior Indebtedness of the Company shall be outstanding, such acceleration shall not be effective until the earlier to occur of (ex) five Business Days following delivery of a written notice of such acceleration of the Notes to the Company and the holders of all such Designated Senior Indebtedness or each Representative thereof and (y) the acceleration of any such Designated Senior Indebtedness. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 601(vii) shall have occurred and be continuing, either such declaration of acceleration of the Notes and such Event of Default and all consequences thereof (including any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, and be of no further effect, if within 60 days after such Event of Default arose (x) the Indebtedness that is the basis for such Event of Default has been discharged, or (y) the holders thereof have rescinded or waived the acceleration or other event or condition (as the case may be) giving rise to such Event of Default, or (z) the default in respect of such Indebtedness that is the basis for such Event of Default has been cured. Notwithstanding the foregoing, if an Event of Default specified in Section 601(viii) or Section 601(ix) occurs and is continuing, the principal of and accrued interest on all the Outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of not less than 33% a majority in principal amount of all Securities then the Outstanding (considered as one class), Notes by notice to the Company and the Trustee may rescind an acceleration and its consequences if the rescission would not the Holders of the Securities of conflict with any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or and if all existing Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and cured or waived except non-payment of principal or interest that has become due solely because of such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, ifacceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Senior Securities or due described in paragraph (i), (ii), (iii), (iv) or, if applicable, (vii), of Section 5.1(a) occurs and is continuing with respect to the default in the performance or breach Senior Securities of any other covenant or warranty series, then and in each and every such case, unless the principal of all the Company applicable to the Senior Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Senior Securities of such series then Outstanding hereunder (each such series acting as a separate class), by notice in writing to the Bank (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Senior Securities of such series are Original Issue Discount Securities, such portion of the principal amount of such Senior Securities as may be specified in the terms thereof) of all the Senior Securities of such series then Outstanding and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Senior Securities of such series contained to the contrary notwithstanding. If an Event of Default with respect to any series of Senior Securities described in paragraph (v) or (vi) of Section 5.1(a) occurs and is continuing, then the principal amount (or, if any Senior Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301thereof) of the Senior Securities then Outstanding and all Securities of such series and accrued interest accrued thereon shall, without any notice to be due and payable immediately. If an Event of Default due to default in the performance of Bank or any other act on the part of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders any Holder of the Securities of any one of such seriesSenior Securities, may declare the principal of all Securities become and interest accrued thereon to be immediately due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriespayable, the principal amount (or portion thereof anything in the case of Discount Securities) of such Chilean Banking Law, this Indenture or in the Senior Securities and interest accrued thereon shall become due and payable immediatelycontained to the contrary notwithstanding. At any time after such a declaration of acceleration has been made with respect to the Senior Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Senior Securities of such series, by written notice to such declaration of acceleration shallthe Bank and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence immediately (provided that the payment of each principal and interest on such declaration (herein referred Securities shall remain subordinated to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof extent provided in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyIndenture). At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than those covered by clause (8) or (9) of Section 5.01 with respect to the default in payment of principal of, Company or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities Restricted Subsidiary that is a Significant Subsidiary) shall have occurred occur and be continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of not less than 33at least 30.0% in aggregate principal amount of the Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may then declare the principal amount (orof, premium, if any any, and accrued and unpaid interest, if any, on all of the Outstanding Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately; provided that a notice of Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Event of Default. Any notice of Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Event of Default, notice of acceleration or to take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Securities held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred. If an Event of Default due specified in clause (8) or (9) of Section 5.01 with respect to default in the performance of Company or any other of Restricted Subsidiary that is a Significant Subsidiary occurs and is continuing, then the covenants or agreements herein applicable to principal of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or the Holders any Holder of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelySecurities. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such After a declaration of acceleration with respect to Securities of any series shall have been made and under this Indenture, but before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any particular series of Securities occurs and is continuing (other than an Event of Default described in Section 501(6) or due (7) with respect to the default in Issuer, the performance Parent Guarantor, any Subsidiary Guarantor or breach of any other covenant or warranty Significant Subsidiary of the Company applicable to Issuer), then and in every such case either the Trustee for the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the entire principal amount (or, in the case of OID Securities, such lesser amount as may be provided for in the terms of that series) of all the Securities of that series, to be due and payable immediately, by a notice in writing to the Issuer and the Parent Guarantor (and to such Trustee if given by Holders), and upon any such declaration of acceleration such principal or such lesser amount, as the case may be, together with accrued interest and all other amounts owing hereunder, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any Event of Default specified in Section 501(6) or (7) occurs with respect to the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any other Significant Subsidiary of the Issuer, all of the unpaid principal amount (or, if any of the Securities of such any series then outstanding are Discount OID Securities, such portion of the principal lesser amount as may be specified provided for in the terms thereof as contemplated by Section 301of that series) of and accrued interest on all Securities of such each series then outstanding shall ipso facto become and interest accrued thereon to be immediately due and payable immediately. If an Event of Default due to default in the performance of without any declaration or other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either act by the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyHolder. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee for the Securities of any series as hereinafter provided in this Article providedFive, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer, the Parent Guarantor and such declaration of acceleration shallTrustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Debt Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Debt Securities of such series may then declare the principal amount (or, if any of the Debt Securities of such series are Discount SecuritiesSecurities or indexed securities, such portion of the principal amount of such Discount Securities as may be specified in the terms thereof as contemplated by Section 301of such Discount Securities or indexed securities) of all the Debt Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof specified amount) plus accrued and unpaid interest (and premium, if payable) shall become immediately due and payable, provided, however, that payment of such principal and interest, if any, on the Debt Securities of such series shall remain subordinated to the extent provided in Article XVII. Upon payment of such amount in the case Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Sections 3.1 or 3.10), all obligations of Discount Securities) the Company in respect of the payment of principal of the Debt Securities of such Securities and interest accrued thereon series shall become due and payable immediatelyterminate. At any time after such a declaration of acceleration with respect to Debt Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Debt Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Securities of such series Outstanding Notes may then declare the principal amount (or, if any of all of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon Notes to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Notes, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Notes, without further actother than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, be deemed to have been rescinded cured or waived as provided in Section 413. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Trustee of any declaration of acceleration, or any rescission and annulledannulment of any such declaration pursuant to this Section 402, ifa record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of the Outstanding Notes entitled to join in such declaration, or rescission and annulment, as the case may be, which record date shall be the close of business on the day the Trustee receives such declaration, or rescission and annulment, as the case may be. The Holders of the Outstanding Notes on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that, unless such declaration, or rescission an annulment, as the case may be, shall have become effective by virtue of Holders of the requisite principal amount of the Outstanding Notes on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such declaration, or rescission and annulment, as the case may be, shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Xxxxxx (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from, or, after the expiration of such period, identical to, a declaration, or rescission and annulment, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date in respect thereof shall be set pursuant to this paragraph.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or premium, if any, or interest on, any series of Securities Notes or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities Notes of such series but not applicable to all Outstanding Securities Notes shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities Notes of such series may then declare the principal amount (or, if any of the Securities Notes of such series are Discount SecuritiesNotes, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities Notes of such series and premium, if payment of any thereof be in default, and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities Notes or an Event of Default specified in Section 801(d901(d), (e) or (ef) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities Notes then Outstanding (considered as one class), and not the Holders of the Securities Notes of any one of such series, may declare the principal amount (or, if any of the Notes are Discount Notes, such portion of the principal amount of such Notes as may be specified in the terms thereof as contemplated by Section 301) of all Securities Notes and premium, if payment of any thereof be in default, and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities Notes of any series, the principal amount (or portion thereof in the case of Discount SecuritiesNotes) of such Securities Notes, any such premium, and interest accrued thereon shall become due and payable immediately. Prior to the Release Date, upon all of the Notes becoming immediately due and payable by declaration pursuant to any of the foregoing provisions of this Section 902, the Trustee shall immediately file with the Mortgage Trustee a written demand for the acceleration of the payment of principal of and premium, if any and accrued interest on all Senior Note First Mortgage Bonds pursuant to the applicable provisions of the First Mortgage. At any time after such a declaration of acceleration with respect to Securities Notes of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, and prior to the receipt by the Trustee from the Mortgage Trustee of an irrevocable, valid and unconditional notice to the Trustee of the acceleration of the payment of principal, by declaration or otherwise, of all of the Senior Note First Mortgage Bonds issued and outstanding under the First Mortgage, the Event or Events of Default and its consequences (including, if given, the written demand for the acceleration of the payment of principal of and premium, if any, and accrued interest on all such Senior Note First Mortgage Bonds) giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series one or more series, but not applicable to all Outstanding Securities Securities, shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in aggregate principal amount of the Securities of each such series may then declare the principal amount of all Securities of such series (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of notice of such declaration of acceleration, such principal amount (or specified amount) and interest accrued thereon shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable immediately. As , by a consequence notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of each notice of such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than those covered by clause (8) or (9) of Section 5.01 with respect to the default in payment of principal of, Company or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities Restricted Subsidiary that is a Significant Subsidiary) shall have occurred occur and be continuing, either the Trustee or Trustee, acting at the direction of the Holders of not less than 3330.0% in aggregate principal amount of Securities then Outstanding, by written notice to the Securities Company specifying the respective Event of Default and that such series notice is a “notice of acceleration,” may then declare the principal amount (orof, premium, if any any, and accrued and unpaid interest, if any, on all of the Outstanding Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately; provided that a notice of Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Event of Default. Any notice of Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Event of Default, notice of acceleration or to take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Securities held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred. If an Event of Default due specified in clause (8) or (9) of Section 5.01 with respect to default in the performance of Company or any other of Restricted Subsidiary that is a Significant Subsidiary occurs and is continuing, then the covenants or agreements herein applicable to principal of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or the Holders any Holder of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelySecurities. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such After a declaration of acceleration with respect to Securities of any series shall have been made and under this Indenture, but before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.01(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 33% a majority in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.01(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article providedArticle; provided that the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Event or Events of Default giving rise to such declaration of acceleration shallCompany and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. 15

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 5.1(4) or 5.1(5)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to an HL&P Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all the Outstanding Securities then Outstanding of that series fail to declare the principal amount (considered as one class)or, and not the Holders of if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preference Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any one such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest to the extent permitted under applicable law) on all, the Securities of such series, may declare the series shall become immediately due and payable. Payment of principal of all Securities and interest accrued thereon (including any Additional Interest to be the extent permitted under applicable law) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable immediatelyas herein provided. As a consequence If an Event of each such declaration (herein referred to as a declaration of accelerationDefault specified in Section 5.1(4) or 5.1(5) with respect to Securities of any seriesseries at the time Outstanding occurs, the principal amount of all the Securities of that series (or portion thereof in or, if the case Securities of that series are Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and interest accrued thereon shall without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or such specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesshall occur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallconsequences, without further actincluding any related payment default that resulted from such acceleration, be deemed if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in clauses (8), (9) or (10) of Section 501 with respect to the default in payment of principal of, or interest on, any series of Company) occurs and is continuing with respect to Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingseries, then either the Trustee or the Holders of not less than 3330% in aggregate principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series are Discount Securitiesseries, or such portion of the principal lesser amount as may be specified provided for in the terms thereof as contemplated by Section 301) of all Securities of such series series, and interest accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantors of the Securities of such series (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default due specified in clause (8), (9) or (10) of Section 501 with respect to default the Company occurs with respect to the Securities of any series, then the principal of all of the Securities of such series, or such lesser amount as may be provided for in the performance Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the covenants Trustee or agreements herein applicable any Holder of the Securities of such series. For purposes of clarity, the parties agree that references in this Indenture to all Outstanding Securities or an Event of Default specified in Section 801(dclauses (8), (9) or (e10) of Section 501with respect to the Company shall not include any Event of Default specified in clauses (8), (9) or (10) of Section 501 with respect to any Significant Subsidiary of the Company. At any time after Securities of any series have occurred and be continuing, either been accelerated (whether by declaration of the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of accelerationor automatically) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an -------------------------------------------------- Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of a series issued to a Commonwealth Bankshares Capital Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of a series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (considered as one class), other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and not a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon a series fail to be due and payable immediately. As a consequence of each annul such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesand waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable, provided, however, that the payment of principal and interest (including any Additional Interest) on such Securities and interest accrued thereon shall become due and payable immediatelyremain subordinated to the extent provided in Article XIV. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter hereafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Event of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3351% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(e) or (eSection 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the part of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority of the aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and annulledSection 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series one or more series, but not applicable to all Outstanding Securities Securities, shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in aggregate principal amount of the Securities of each such series may then declare the principal amount of all Securities of such series (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this Indenture), by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and, upon receipt by the Company and the Guarantor of notice of such declaration of acceleration, such principal amount (or specified amount) and interest accrued thereon shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable immediately. As immediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this Indenture), by a consequence notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and, upon receipt by the Company and the Guarantor of each notice of such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately; provided, however, that, in the case of the Securities of a series issued to a Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest on all the Securities of such series shall become immediately due and payable (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each immediately and upon any such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of and the accrued interest on all the Securities of such Securities and interest accrued thereon series shall become immediately due and payable immediately(provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Fifteen hereof). At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to an Owenx Xxxning Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may that series fail to declare the principal of all the Securities and interest accrued thereon of that series to be immediately due and payable immediately. As payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities then outstanding shall have such right by a consequence of each notice in writing to the Company and the Trustee; and upon any such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or specified portion thereof in the case of Discount Securitiesthereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities and interest accrued thereon shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable immediatelyas herein provided. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and premium, if payment of any amount thereof be in default, and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Outstanding Securities and premium, if payment of any amount thereof be in default, and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or premium, if any, or interest (including Additional Interest) on, any series of Debt Securities or due to the default in the performance or breach of any other covenant or warranty of the Company or the Guarantor applicable to the Debt Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of the Debt Securities of such series may then declare the principal amount (or, if any of the Debt Securities of such series are Discount Debt Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 3013.01) of all Debt Securities of such series and premium, if payment of any thereof be in default, and interest (including Additional Interest) accrued thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance of any other of the covenants or agreements warranties herein applicable to all Outstanding Debt Securities or an Event of Default specified in Section 801(d8.01(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of all Debt Securities then Outstanding (considered as one class), and not the Holders of the Debt Securities of any one of such series, may declare the principal amount (or, if any of the Debt Securities are Discount Debt Securities, such portion of the principal amount of such Debt Securities as may be specified in the terms thereof as contemplated by Section 3.01) of all Debt Securities and premium, if payment of any thereof be in default, and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Debt Securities of any series, the principal amount (or portion thereof in the case of Discount Debt Securities) of such Securities Debt Securities, premium, if any, and interest (including Additional Interest) accrued thereon shall become due and payable immediately. With respect to a series of Debt Securities to which a credit enhancement is applicable, the applicable supplemental indenture may provide that the provider of such credit enhancement may, if default has occurred and is continuing with respect to such series, have all or any part of the rights with respect to remedies that would otherwise have been exercisable by the Holders of Debt Securities of that series. At any time after such a declaration of acceleration with respect to Debt Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default specified in Section 6.01(h) above shall occur, the maturity of all Outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with any premium, accrued interest or Additional Amounts thereon, shall be immediately due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of and payable. If any other covenant or warranty Event of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities Default shall have occurred occur and be continuing, either the Trustee or the Holders of not less than 3325% in of the aggregate principal amount of the Securities of such series may Notes then Outstanding may, by written notice to the Company (and to the Trustee if given by Noteholders), declare the principal amount (or, if any of the Securities of such series are Discount SecuritiesNotes, such portion together with accrued interest thereon, immediately due and payable. The right of the principal amount as may be specified in Noteholders to give such acceleration notice shall terminate if the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default event giving rise to such declaration of acceleration shall, without further act, be deemed to right shall have been waivedcured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the Trustee or Majority Noteholders to the Company if (i) all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured, and (ii) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such declaration acceleration and rescission. (b) In case the Company shall fail to comply with its consequences shallobligations under this Indenture or the Notes and such failure shall be continuing, without further actthe Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Noteholders, unless such Noteholders shall have offered to the Trustee indemnity and/or security satisfactory to it. The Majority Noteholders will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that the Trustee may refuse to follow any direction that conflicts with the provisions of this Indenture or applicable law, for which the Trustee is not indemnified and/or provided with security to its satisfaction, may involve the Trustee in personal liability, or for which the Trustee determines may be deemed unduly prejudicial to the rights of other Noteholders (it being understood that the Trustee does not have been rescinded and annulled, ifan affirmative duty to ascertain whether or not any such directions are unduly prejudicial to the other Noteholders). Section 6.03.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Sixteen hereof). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d), (e) or (ef) shall have occurred and be continuing, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in Article Sixteen hereof). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event of Default or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due described in clause (1), (2) or (3) of Section 501 with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all of the Outstanding Securities of such that series and all interest accrued thereon to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), and upon any such declaration the same shall become immediately due and payable. If an Event of Default due to default described in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (4) or (e7) shall have occurred of Section 501 occurs and be continuingis continuing with respect to the Securities of one or more series, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of all Securities then Outstanding series affected thereby (considered as one class), and not the Holders of the Securities of any one of such series, ) may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of those Securities) of all the Outstanding Securities of all such affected series and all interest accrued thereon to be due and payable immediately. As a consequence of each , by notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (herein referred to 5) or (6) of Section 501 occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of all the Securities then Outstanding (as a declaration of accelerationclass) with respect to Securities of any series, may declare the principal amount (or, if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion thereof of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities and all interest thereon to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default shall have occurred and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Holders of the Securities of all series then Outstanding affected thereby in the manner provided in Section 106, provided that, notwithstanding the foregoing, except in the case of Discount SecuritiesEvents of Default described in clauses (1) and (2) of Section 501, the Trustee shall not be required to give such notice if the Trustee in good faith shall have decided that the withholding of such notice is in the best interests of the Holders of the Outstanding Securities of all series affected thereby and interest accrued thereon shall become due have so advised the Corporation in writing. Where a notice of the occurrence of an Event of Default has been given to the Holders of Outstanding Securities of such series pursuant to the preceding sentence and payable immediatelythe Event of Default is thereafter cured, the Trustee shall give notice that the Event of Default is no longer continuing to the Holders of Outstanding Securities of such series within 30 days after it receives written notice that the Event of Default has been cured. At any time after such a declaration of acceleration with respect to Securities of any series shall have (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event Holders of a majority in principal amount of the Outstanding Securities of that series (or Events of Default giving rise all series, as the case maybe), by written notice to such declaration of acceleration shallthe Corporation and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to Securities of any series (other than an Event of Default specified in clause (5) or (6) of Section 5.01) occurs and is continuing, the Trustee by notice in writing to the default in payment of principal ofIssuer, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33at least 25% in aggregate principal amount of the Securities of such that series then Outstanding by notice in writing to the Issuer and the Trustee, may then declare the unpaid principal amount of and interest accrued thereon to the date of acceleration and premium and other amounts, if any, thereon (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of on all the Securities of such that series and interest accrued thereon then Outstanding to be due and payable immediatelyimmediately and, upon any such declaration, all the Securities of that series then Outstanding (or specified principal amount) shall become and be immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (5) or (e6) of Section 5.01 occurs, all unpaid principal of, interest, premium and other amounts, if any, accrued on all the Securities of that series then Outstanding shall have occurred ipso facto become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or the Holders any Holder of not less than 33% in principal amount any Security of that series. Upon payment of all Securities then Outstanding (considered as one class)such principal of, interest, premium, if any, and not other amounts, all of the Holders Issuer's obligations under the Securities of that series and (upon payment of the Securities of any one all series) this Indenture shall terminate, except the obligations of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyIssuer under Section 6.07. At any time after such a declaration of acceleration of Maturity with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event Holders of a majority in principal amount of the Outstanding Securities of that series by notice to the Trustee may rescind an acceleration and its consequences (except with respect to non-payment of principal, premium, interest or other amounts, if any) if (i) all existing Events of Default, other than the nonpayment of the principal of the Securities of that series that has become due solely by such declaration of acceleration, have been cured or waived as provided herein; provided that no such rescission shall affect any subsequent Default giving rise or Event of Default or impair any right consequent thereon, (ii) the Issuer has paid or deposited with the Trustee a sum sufficient to pay in Applicable Currency: (A) all overdue interest on all Securities of that series, (B) to the extent payment thereof is lawful, the principal of (and premium and other amounts, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration shalland interest thereon from the date such principal became due at a rate per annum equal to the rate borne by the Securities of such series (or, without further actin the case of Original Issue Discount Securities, be deemed the Securities' yield to maturity) and (C) to the extent the payment of such interest is lawful, interest at a rate per annum equal to the rate borne by the Securities of such series (or, in the case of an Original Issue Discount Security, the Securities' annual bond-equivalent yield to maturity) on overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration have been waivedpaid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iv) all payments due to the Trustee and any predecessor Trustee under Section 6.07 have been made. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in clause (7) of Section 5.01 shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Securities, and its consequences shall, without further act, be deemed to have no other Event of Default has occurred during such 30-day period which has not been rescinded and annulled, ifcured or waived during such period.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)) then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3330% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount of (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301thereof) all of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, Holders of a majority in principal amount of the Event or Events Outstanding Securities of Default giving rise that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, without further act(B) the principal of (and premium, be deemed if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 513. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Issuers and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of the Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Debt Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Debt Securities of such series may then declare the principal amount (or, if any of the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such series) of and all accrued but unpaid interest (including any Additional Interest) on all the Debt Securities of such series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by such Holders), provided that, in the case of the Debt Securities of a series issued to an Issuer Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Debt Securities of any one of such series, may series fail to declare the principal of all the Outstanding Debt Securities and interest accrued thereon of such series to be immediately due and payable immediately. As a consequence payable, either the Property Trustee or the holders of each at least 25% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Capital Trust Securities issued by such Issuer Trust then outstanding shall have the right to make such declaration (herein referred by a notice in writing to as a the Company and the Trustee; and upon any such declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) shall become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal of the Debt Securities and interest accrued thereon of such series shall become due and payable immediatelyterminate. At any time after such a declaration of acceleration with respect to Debt Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Debt Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Sections 501(5) and (6)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301thereof) of all of the Securities of such that series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d501(5) or (e6) shall have occurred occurs and be is continuing, either then all the Securities shall IPSO FACTO become due and payable immediately in an amount equal to the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of the Securities together with accrued and unpaid interest, if any, to the date the Securities become due and payable, without any declaration or other act on the part of the Trustee or any Holder. Thereupon, the Holders Trustee may, at its discretion, proceed to protect and enforce the rights of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyby appropriate means. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company, without further actthe Guarantor and the Trustee, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 33% in aggregate principal amount of the Outstanding Securities of such that series may then declare the principal amount of, all unpaid accrued interest (including any Additional Interest) and premium on and Additional Amounts with respect to all of the Securities of that Series (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all Securities of such series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that in the case of the Securities of a series issued to an Issuer Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 33% in principal amount of all the Outstanding Securities then Outstanding of such series fail to declare the principal, interest (considered as one classincluding any Additional Interest), premium and not Additional Amounts of all the Holders Outstanding Securities of such series to be immediately due and payable, the holders of at least 33% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Preferred Securities of any one of issued by such series, may declare Issuer Trust then outstanding shall have the principal of all Securities and interest accrued thereon right to be due and payable immediately. As a consequence of each make such declaration (herein referred by a notice in writing to as a declaration of acceleration) with respect to Securities of any seriesthe Company, the Trustee and the related Property Trustee; and upon any such declaration such principal amount (or specified portion thereof in thereof) of, the case of Discount Securities) accrued interest (including any Additional Interest), premium and Additional Amounts on all the Securities of such Securities and interest accrued thereon series shall become immediately due and payable immediatelypayable; provided, however, that the payment of principal, interest (including any Additional Interest), premium and any Additional Amounts due with respect to such Securities shall remain subordinated to the extent provided in Article Fourteen. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 5.1(4) or 5.1(5)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to a BankAmerica Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and interest accrued thereon (including any Additional Interest) on such Securities shall remain subordinated to be the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable immediatelyas herein provided. As a consequence If an Event of each such declaration (herein referred to as a declaration of accelerationDefault specified in Section 5.1(4) or 5.1(5) with respect to Securities of any seriesseries at the time Outstanding occurs, the principal amount of all the Securities of that series (or portion thereof in or, if the case Securities of that series are Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and interest accrued thereon shall without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in Section 4.1(g), (h) or (i)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount Principal Amount of the Outstanding Securities of that series may declare the unpaid Principal Amount (including any premium) of all the Securities of such that series may then declare the principal amount (or, if any Securities of that series are Original Issue Discount Securities, such portion of the Principal Amount (and premium) of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee, if given by Holders), and upon any such declaration such Principal Amount (and premium) shall become immediately due and payable. If an Event of Default specified in Section 4.1(g), (h) or (i) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in by the terms thereof as contemplated by Section 301thereof) shall automatically, and without any declaration or other action on the part of all Securities of such series and interest accrued thereon to be the Trustee or any Holder, become immediately due and payable immediatelypayable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingIn either such case, either the Trustee or the Holders of not less than 3325% in principal amount of all the Outstanding Securities may then Outstanding (considered as one class), and not send a Default Notice pursuant to the Holders of Collateral Agency Agreement requesting the Securities of any one of such series, may declare Collateral Agent to take action against the principal of all Securities and interest accrued thereon Collateral. Such request is subject to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, approval by the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyRequired Senior Parties. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article 4 provided, the Event or Events Holders of Default giving rise a majority in Principal Amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Securities of such series Outstanding Notes may then declare the principal amount (or, if any of all of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon Notes to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Notes, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Notes, without further actother than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, be deemed to have been rescinded cured or waived as provided in Section 413. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Trustee of any declaration of acceleration, or any rescission and annulledannulment of any such declaration pursuant to this Section 402, ifa record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of the Outstanding Notes entitled to join in such declaration, or rescission and annulment, as the case may be, which record date shall be the close of business on the day the Trustee receives such declaration, or rescission and annulment, as the case may be. The Holders of the Outstanding Notes on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that, unless such declaration, or rescission an annulment, as the case may be, shall have become effective by virtue of Holders of the requisite principal amount of the Outstanding Notes on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such declaration, or rescission and annulment, as the case may be, shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from, or, after the expiration of such period, identical to, a declaration, or rescission and annulment, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date in respect thereof shall be set pursuant to this paragraph.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series at the time Outstanding (other than an Event of Securities Default specified in clause (8) or due to the default in the performance or breach (9) of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred Section 501) occurs and be is continuing, either then the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series are Discount Securitiesseries, or such portion of the principal lesser amount as may be specified provided for in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon series, to be due and payable immediately. If , by a notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable; provided that in the case of a series of Securities then held by a Trust, if upon an Event of Default due with respect to default in the performance Securities of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either that series the Trustee has, or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one of such seriesseries have, may failed to declare the principal of all the Securities and interest accrued thereon of such series to be due and payable immediately. As a consequence , the holders of each such declaration (herein referred to as a declaration not less than 25% in aggregate liquidation amount of acceleration) with respect to the outstanding Preferred Securities of any seriesthat Trust shall have such right by a notice in writing to the Company and to the Trustee. If an Event of Default specified in clause (8) or (9) of Section 501 occurs, all unpaid principal of and accrued Interest on the principal amount Outstanding Securities of that series (or portion thereof such lesser amount as may be provided for in the case of Discount Securities) Securities of such Securities series) shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder of any Security of that series. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made accelerated and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than a majority in principal amount of the Outstanding Securities of such series (subject to, in the case of any series of Securities held as assets of a Trust and with respect to which a Security Exchange has not theretofore occurred, such declaration consent of acceleration shallthe holders of the Preferred Securities and the common securities of such Trust as may be required under the Trust Agreement of such Trust), without further actby written notice to the Trustee, be deemed to have been waivedthe Guarantor and the Company, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)) then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)) then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise at least a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. Section 5.2 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default due occurs and is continuing with respect to the default in payment of principal of, or interest on, any a series of Securities or due to the default Notes, then and in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of every such series but not applicable to all Outstanding Securities shall have occurred and be continuingcase except as provided below, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Securities Outstanding Notes of such series may then declare the principal amount (orof all such Notes, plus accrued and unpaid interest, if any of the Securities of such series are Discount Securitiesany, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount shall become immediately due and payable. If However, upon an Event of Default due to default in the performance arising out of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.04(f) or (e) shall have occurred and be continuingSection 5.04(g), either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Notes, plus accrued and not unpaid interest to the Holders of the Securities of any one of such seriesacceleration date, may declare the principal of all Securities and interest accrued thereon to shall be due and payable immediately. As a consequence immediately without notice from or other act on the part of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of the Trustee or any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelyHolder. At any time after such a declaration of acceleration with respect to Securities Notes of any a series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article Indenture provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Notes of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default, without further actother than the non-payment of the principal and interest, be deemed to if any, of Notes which have become due solely by such declaration of acceleration, have been rescinded cured or waived as provided in Section 5.13 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under the Indenture and annulledsuch proceedings shall have been discontinued or been abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, ifthen and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either (i) the Trustee or Trustee, (ii) the Holders of not less than 33% in principal amount of the Securities of such series may then declare series, and (iii) if the Trustee or Holders of not less than 33% in principal amount (or, if any of the Securities of such series shall fail to make such declaration and the Preferred Securities issued by the Trust to which such series of Securities relate are Discount Securitiesstill outstanding, the holders of not less than 33% in aggregate liquidation preference of such portion series of Preferred Securities may declare the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or (including an Event of Default specified in Section 801(d) or (e)) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each Upon any such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesdeclaration, the principal amount (or portion thereof in the case of Discount Securitiesand premium, if any) of such all Securities and interest accrued thereon (including Additional Interest, if any) shall immediately become due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series one or more series, but not applicable to all Outstanding Securities Securities, shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in aggregate principal amount of the Securities of each such series may then declare the principal amount of all Securities of such series (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this Indenture), by a notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of notice of such declaration of acceleration, such principal amount (or specified amount) and interest accrued thereon shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable immediately. As immediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided in this Indenture), by a consequence notice in writing to the Company (and to the Trustee if given by Holders), and, upon receipt by the Company of each notice of such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then (and the Trustee shall at the request of such Holders) declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301thereof) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or if given by the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classHolders), and not upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Any application by the Trustee for written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option of the Securities of Trustee, set forth in writing any one of such series, may declare the principal of all Securities and interest accrued thereon action proposed to be due taken or omitted by the Trustee under this Indenture and payable immediatelythe date on and/or after which such action shall be taken or such omission shall be effective. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of The Trustee shall not be liable for any seriesaction taken by, or omission of, the principal amount Trustee in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or portion thereof the effective date in the case of Discount Securitiesan omission), the Trustee shall have received written instructions from the requisite amount of Holders together with an indemnity satisfactory to the Trustee (as determined pursuant to this Indenture) of in response to such Securities and interest accrued thereon shall become due and payable immediatelyapplication specifying the action to be taken or omitted. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter provided in this Article providedArticle, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of a series issued to a U.S.B.H. Capital Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may that series fail to declare the principal of all the Securities and interest accrued thereon of that series to be immediately due and payable immediatelypayable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. As The Holders of a consequence majority in aggregate principal amount of each the Outstanding Securities of these Securities may annul such declaration and waive the default if the default (herein referred to as a declaration other than the nonpayment of the principal of these Securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with respect the Trustee. Should the Holders of these Securities fail to Securities of any seriesannul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable, provided, however, that the payment of principal and interest (including any Additional Interest) on such Securities and interest accrued thereon shall become due and payable immediatelyremain subordinated to the extent provided in Article XIII. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(e) or warranty of the Company applicable to the Securities of (f)) then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(e) or (ef) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)) then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of the Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or such specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallconsequences, without further actincluding any related payment default that resulted from such acceleration, be deemed if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than (a) an Event of Default specified in Section 501(7) which is common to the default in payment of principal of, or interest on, any all Outstanding series of Securities or due (b) an Event of Default specified in Section 501(5) or 501(6)) with respect to the default in the performance or breach Securities of any other covenant or warranty of series at the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default under Section 501(7) which is common to all Outstanding series of Securities occurs and is continuing, then in such case, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by a notice in writing to the Company (and to the Trustee if given by Holders) may declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in by the terms thereof as contemplated by Section 301thereof) of all the Securities of such series and interest accrued thereon then Outstanding to be due and payable immediately, and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d501(5) or (e501(6) shall have occurred and be continuingwith respect to the Securities of any series at the time Outstanding occurs, either then in such case the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of that series (or, if any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesthat series are Original Issue Discount Securities, such portion of the principal amount (or portion thereof in the case of Discount Securities) of such Securities as may be specified by the terms thereof) shall automatically, and interest accrued thereon shall without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter provided in this Article providedFive, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If Prior to the Indenture Maturity Date, upon the occurrence of an Event of Default, the Indenture Trustee or the Holders entitled to at least 66 2/3% of the Voting Rights of the most senior Class of Notes then Outstanding may declare the principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, to be immediately due and payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by such Noteholders); provided, however, that the Holders of such Voting Rights or the Indenture Trustee may make such declaration only if the Event of Default affects, and in the case of a default in the payment of the Notes such payment default relates to, the most senior Class of Notes then Outstanding. Upon such declaration, the Indenture Trustee may, or at the direction of the Holders entitled to at least 66 2/3% of the Voting Rights of the most senior Class of Notes then Outstanding shall, pursue one or more remedies subject to, and in accordance with the terms of this Indenture, including without limitation, selling the Mortgage Assets at one or more public or private sales. Notwithstanding such acceleration of the Maturity of the Notes and subject to Section 5.05(a), the Indenture Trustee shall refrain from selling the Mortgage Assets and continue to apply all amounts received on the Mortgage Assets to payments due on the Notes in accordance with Section 8.02(b) hereof if (i) the Indenture Trustee determines that anticipated collections on the Mortgage Assets would be sufficient to pay the most senior Class of Notes then Outstanding and (ii) the Indenture Trustee has not been otherwise directed by the Holders of all the Notes. On or prior to the Indenture Maturity Date, a Class of Notes which is not the most senior Class then Outstanding will not have any right to direct the Indenture Trustee to pursue any remedies or actions hereunder. On or after the Indenture Maturity Date, if an Event of Default occurs or shall have occurred, the Indenture Trustee shall declare the principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, to be immediately due and payable by a notice in writing to the default in payment of principal ofIssuer. Upon such declaration, the Indenture Trustee may, or interest on, any series of Securities at the direction or due to with the default in the performance or breach of any other covenant or warranty consent of the Company applicable Holders entitled to at least a majority of the Securities Voting Rights of such series but all Classes of Notes voting together as a single class shall pursue one or more remedies subject to, and in accordance with the terms hereof, including without limitation, selling the Mortgage Assets at one or more public or private sales. Notwithstanding the acceleration of the Maturity of the Notes and subject to Section 5.05(a), the Indenture Trustee shall refrain from selling the Mortgage Assets and continue to apply all amounts received on the Mortgage Assets to payments due on the Notes in accordance with Section 8.02(b) hereof if (i) the Indenture Trustee determines that anticipated collections on the Mortgage Assets would be sufficient to pay all the Classes of Notes then Outstanding and (ii) the Indenture Trustee has not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or been otherwise directed by the Holders of all the Notes. Notwithstanding the foregoing, the Indenture Trustee may not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon Notes to be due and payable immediately. If pursuant to this Section 5.02 as a result of an Event of Default due arising solely from the Issuer's failure to default in the performance perform any of any other of the covenants or its agreements herein applicable to all Outstanding Securities or an Event of Default specified set forth in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately6.07. At any time after such a declaration of acceleration with respect to Securities of any series shall have Maturity of the Notes has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders entitled to at least 66 2/3% of the Voting Rights of the most senior Class of Notes then Outstanding (in the event of the occurrence of an Event or Events of Default giving rise prior to such declaration the Indenture Maturity Date), or the Holders entitled to at least a majority of acceleration shallthe aggregate Voting Rights of all Classes of Notes Outstanding voting together as a single class (in the event of the occurrence of an Event of Default on or after the Indenture Maturity Date), without further actas the case may be, be deemed by written notice to have been waivedthe Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of that series (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such series Ford Motor Company Capital Trust as may then be required under the Declaration of Trust of such Ford Motor Company Capital Trust) may declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all of the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofor occurred, such declaration consent of acceleration shallthe holders of the Preferred Securities and the Common Securities of such Ford Motor Company Capital Trust as may be required under the Declaration of Trust of such Ford Motor Company Capital Trust), without further actby written notice to the Company and the Trustee, be deemed to have been waived, may waive all defaults and rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than those covered by clause (3) or (4) of Section 5.01 with respect to the default in payment of principal of, Company or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities Restricted Subsidiary that is a Significant Subsidiary) shall have occurred occur and be continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of not less than 33at least 30.0% in aggregate principal amount of the Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the respective Event of Default and that such series notice is a “notice of acceleration,” may then declare the principal amount (orof, premium, if any any, and accrued and unpaid interest, if any, on all of the Outstanding Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately; provided that a notice of Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Event of Default. Any notice of Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Event of Default, notice of acceleration or to take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Securities held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (3) or (e4) of Section 5.01 with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities shall have occurred become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or the Holders any Holder of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelySecurities. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such After a declaration of acceleration with respect to Securities of any series shall have been made and under this Indenture, but before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article providedTrustee, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Event of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Securities of such all affected series then Outstanding hereunder (voting together as a single class), by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such each affected series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of any such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(e) or (eSection 5.01(f) occurs, the principal amount of the Securities of all series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the part of the Trustee or any Holder. No declaration of acceleration with respect to any series of Securities shall constitute a declaration of acceleration with respect to any other series of Securities not explicitly identified in such declaration, whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than 51% in aggregate principal amount of the Outstanding Securities of such series (each such series voting as a separate class), by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and annulledSection 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default described in clause (4) of Section 5.01 or an Event of Default relating to the default Issuer (but not any Material Subsidiary) described in payment clause (6) or (7) of principal of, or interest on, Section 5.01) with respect to Securities of any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all of the Securities of such that series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default due to default described in the performance clause (4) of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred 5.01 occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 3325% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, the relevant series then Outstanding may declare the principal amount (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Outstanding Securities and interest accrued thereon of such series to be due and payable immediately. As , by a consequence of each notice in writing to the Issuer (and to the Trustee if given by the Holders) and upon any such declaration such principal amount (herein referred to as a declaration or specified portion thereof) shall become immediately due and payable. If an Event of acceleration) Default with respect to Securities the Issuer (but not any Material Subsidiary) described in clause (6) or (7) of any seriesSection 5.01 occurs, the principal amount (of all the Securities then Outstanding shall automatically, and without any declaration or portion thereof in other action on the case part of Discount Securities) of such Securities and interest accrued thereon shall the Trustee or any Holder, become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Issuer and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If Except as may be otherwise provided pursuant to Section 301 for Securities of any series, if an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all of the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event , by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable, except that no such declaration shall be required upon the occurrence of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d501(2). If an Event of Default specified in Section 501(2) or (e) shall have occurred and be continuingwith respect to the Securities of any series at the time Outstanding occurs, either the Trustee or the Holders of not less than 33% in principal amount of all the Securities then Outstanding of such series (considered or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as one classmay be specified in the terms of that series), together with any accrued and not unpaid interest thereon, shall automatically, and without any declaration or other action on the Holders part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal and interest of the Securities of any one of such series, series shall terminate. Except as may declare the principal of all Securities and interest accrued thereon be otherwise provided pursuant to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Section 301 for Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At at any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences, and any Event or Events of Default giving rise to such declaration of acceleration shall, without further act, shall not be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulledoccurred, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than under Section 5.01(vii) or (viii) relating to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred Telemundo Holdings) occurs and be is continuing, either the Trustee or the Holders of not less than 33at least 25% in principal amount at maturity of the Securities of such series Outstanding Notes may then declare the principal amount (or, if any Accreted Value of and accrued but unpaid interest on all the Securities of Notes to be due and payable. Upon such series are Discount Securitiesa declaration, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series Accreted Value and interest accrued thereon to shall be due and payable immediately. If an Event of Default under Section 5.01(vii) or (viii) relating to Telemundo Holdings occurs and is continuing, the Accreted Value of and interest on all the Notes will ipso facto become and be immediately due to default in and payable without any declaration or other act on the performance of any other part of the covenants Trustee or agreements herein applicable any Holders. After a declaration of acceleration or any ipso facto acceleration as related to clause (vii) or (viii) of Section 5.01, the Holders of a majority in principal amount at maturity of the Outstanding Notes may, by notice to the Trustee, rescind such declaration of acceleration and its consequences if all Outstanding Securities existing Events of Default, other than nonpayment of the Accreted Amount of the Notes that has become due solely as a result of such acceleration, have been cured or waived and if the rescission of acceleration would not conflict with any judgment or decree. In the event of a declaration of acceleration because an Event of Default specified set forth in clause (vi) of Section 801(d) or (e) shall have 5.01 has occurred and be is continuing, such declaration of acceleration shall be automatically rescinded and annulled if (A) either (x) the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders holders of the Securities of any one Indebtedness which is the subject of such series, may declare Event of Default have waived such failure to pay at final maturity or have rescinded the principal acceleration in respect of all Securities and interest accrued thereon to be due and payable immediately. As a consequence such Indebtedness within 60 days of each such declaration (herein referred to as a maturity or declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in as the case may be, and no other Event of Discount SecuritiesDefault has occurred during such 60-day period that has not been cured or waived, or (y) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series Indebtedness shall have been made discharged or the maturity thereof shall have been extended such that it is not then due and before a payable, or the underlying default has been cured (and any acceleration based thereon of such other Indebtedness has been rescinded), within 60 days of such maturity or declaration of acceleration, as the case may be, and (B) no judgment or decree for the payment of the money due shall have on the Notes has been obtained by the Trustee as hereinafter provided in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, ifIndenture.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the for which there are Securities of such series but not applicable to all Outstanding Securities shall have occurred occurs and be is continuing, either then, and in every such case, the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all Securities of such series and interest accrued thereon to be immediately due and payable immediately. If an Event of Default due payable, by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not upon any such declaration the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be same shall become immediately due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue instalments of interest on all Securities of such series, without further act(b) the principal of and premium, be deemed if any, on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor by the terms of the Securities of such series, (c) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest at the rate or rates prescribed therefor by the terms of the Securities of such series, and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Security Registrar, any Paying Agent, and their agents and counsel and all other amounts due the Trustee under Section 8.07; and (ii) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 7.13. No such recission shall affect any subsequent default or impair any right consequent thereon. SECTION 7.03.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to Senior Notes (other than an Event of Default specified in clause (4), (5) or (6) of Section 501) occurs and is continuing, the Trustee by notice in writing to the default in payment of principal ofIssuer and the Company, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33at least 25% in aggregate principal amount of the Securities of such series Outstanding Senior Notes by notice in writing to the Issuer, the Company and the Trustee, may then declare the unpaid principal amount (or, if any of and accrued interest to the Securities date of such series are Discount Securities, such portion of acceleration on all the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon Outstanding Senior Notes to be due and payable immediatelyimmediately and, upon any such declaration, such unpaid principal of and accrued interest to the date of acceleration and any Additional Amounts therein shall become and be immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dclause (4), (5) or (e6) of Section 501 occurs, all unpaid principal (without premium) of and accrued interest on the Outstanding Senior Notes shall have occurred ipso facto become and be continuing, either immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Senior Note. Upon payment of all such principal and interest, all of the obligations of the Issuer under the Senior Notes and the Company under the Guaranty and (upon payment of the Senior Notes) this Indenture shall terminate, except obligations under Section 607, 1008, 1101 (in respect of the Issuer's surviving obligations) and 1103. The Holders of not less than 33% representing at least a majority in principal amount of the Outstanding Senior Notes by notice to the Issuer, the Company and the Trustee may rescind an acceleration and its consequences if (i) all Securities then Outstanding (considered as one class)existing Events of Default, and not other than the Holders nonpayment of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be on the Senior Notes that has become due and payable immediately. As a consequence of each solely by such declaration (herein referred to as a declaration of acceleration, have been cured or waived, (ii) with respect to Securities of any series, the principal amount (or portion thereof in extent the case of Discount Securities) payment of such Securities interest is lawful, interest on overdue installments of interest and interest accrued thereon shall overdue principal that has become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained otherwise than by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waivedpaid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and such declaration (iv) all payments due to the Trustee and its consequences shall, without further act, be deemed to any predecessor Trustee under Section 607 have been rescinded and annulled, ifmade.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Notes of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any (other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d601(viii) or (eSection 601(ix) shall have occurred with respect to the Company) occurs and be is continuing, either unless otherwise specified in the applicable Notes Supplemental Indenture as contemplated by Section 301, the Trustee by written notice to the Company, or the Holders of not less than 33at least 30.0% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one Notes of such seriesseries by written notice to the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of and accrued but unpaid interest on all Securities the Notes of such series to be due and payable. Upon the effectiveness of such a declaration, such principal and interest accrued thereon to will be due and payable immediately. As a consequence Notwithstanding the foregoing, if an Event of each such declaration (herein referred Default with respect to as a declaration Notes of accelerationany series specified in Section 601(viii) or Section 601(ix) with respect to Securities of any seriesthe Company occurs and is continuing, unless otherwise specified the applicable Notes Supplemental Indenture as contemplated by Section 301, the principal of and accrued but unpaid interest on all the Outstanding Notes of such series will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Unless otherwise specified in the applicable Notes Supplemental Indenture as contemplated by Section 301, the Holders of a majority in principal amount of the Outstanding Notes of such series by notice to the Company and the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except non-payment of principal or interest that has become due solely because of such acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or portion thereof more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of Discount Securitiesa Noteholder Direction relating to a notice of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Securities and interest accrued thereon Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment be provided by the beneficial owner of the money due shall have been obtained by Notes in lieu of the Trustee as hereinafter in this Article provided, the Event Depositary or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, ifnominee.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided, however, that, in the case of the Securities of a series issued to a Southern Financial Capital Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in aggregate principal amount of the Outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee with a copy to the Property Trustee. The Holders of a majority in aggregate principal amount of the Outstanding Securities of a series may annul such declaration and waive the default by written notice to the Property Trustee, the Company and the Trustee if the default (considered as one class), other than the nonpayment of the principal of these Securities that has become due solely by such acceleration) has been cured and not a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee. Should the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon a series fail to be due and payable immediately. As a consequence of each annul such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesand waive such default, the holders of a majority in aggregate Liquidation Amount of the Capital Securities shall have such right. Upon any such declaration such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable, provided, however, that the payment of principal and interest (including any Additional Interest) on such Securities and interest accrued thereon shall become due and payable immediatelyremain subordinated to the extent provided in Article XIV. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter hereafter in this Article provided, the Event or Events Holders of Default giving rise a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If Unless otherwise provided with respect to Debt Securities of any series pursuant to Section 3.1, if an Event of Default due with respect to the default in payment Debt Securities of principal of, or interest on, any series at the time Outstanding occurs and is continuing, then in every such case, unless the principal of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Debt Securities of such series may then declare the principal amount (or, if any of the Debt Securities of such series are Discount SecuritiesSecurities or indexed securities, such portion of the principal amount of such Discount Securities as may be specified in the terms thereof as contemplated by Section 301of such Discount Securities or indexed securities) of all the Debt Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) plus accrued and unpaid interest (and premium, if payable) shall become immediately due and payable, provided, however, that payment of such principal and interest, if any, on the Debt Securities of such series shall remain subordinated to the extent provided in Article XVI. Upon payment of such amount, all obligations of the Company in respect of the payment of principal of (and premium, if payable) and interest accrued thereon on the Debt Securities of such series shall become due and payable immediatelyterminate. At any time after such a declaration of acceleration with respect to Debt Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article V provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Debt Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities at the time Outstanding occurs and is continuing (other than a default set forth in Section 501(e) or due to the default (f) (a “Bankruptcy Default”)), then in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount of all the Securities of that series (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in by the terms thereof as contemplated by Section 301thereof) of and accrued and unpaid interest on all the Securities of such that series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d501(e) or (ef) shall have occurred occur, the principal amount (or specified amount) and accrued and unpaid interest, if any, on all outstanding Securities, shall ipso facto become and be continuingpayable without any notice, either declaration or other act on the part of the Trustee or any Holder. In the Holders event of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) acceleration with respect to Securities of any seriesseries because an Event of Default described in Section 501(d) has occurred and is continuing, the principal amount (or portion thereof in the case declaration of Discount Securities) acceleration of such Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 501(d) shall be remedied or cured, or waived by the holders of such indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of such Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest accrued thereon shall become on the Securities that became due and payable immediatelysolely because of the acceleration of the Securities, have been cured or waived. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Issuer and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

Acceleration of Maturity; Rescission and Annulment. If an any Event of Default due described in Section 5.01 above (other than Event of Default described in Section 5.01(g) or Section 5.01(h)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the default in payment principal of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to all the Securities of such series but not applicable to all Outstanding Securities shall have occurred already become due and be continuingpayable, either the Trustee or the Holders of not less than 3351% in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may then declare the principal amount (or, if any of the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such series and any and all accrued interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d5.01(g) or (eSection 5.01(h) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing, either the Trustee or the Holders continuing with respect to more than one series of not less than 33% in principal amount of all Securities then Outstanding (considered as one class)Securities, and whether or not the any Holders of the Securities of any one such affected series shall also be Holders of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any other such affected series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration has been made with respect to the Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise not less than 51% in aggregate principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to such series of Securities, without further actother than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, be deemed to have been rescinded cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Section 5.01(g) or Section 5.01(h) and annulledif all sums paid or advanced by the Trustee hereunder and the reasonable compensation, ifexpenses, disbursements and advances of the Trustee, its agents and counsel have been paid. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case except as provided below, the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal shall become immediately due and payable. If However, upon an Event of Default arising out of 501(9) or (10) (except with respect to any Significant Subsidiaries) the principal of all the Securities, plus accrued and unpaid interest to the acceleration date, shall be due to default in and payable immediately without notice from the performance of any other Trustee or Holders. Notwithstanding the foregoing, at the election of the covenants or agreements herein applicable Company, the sole remedy for the failure by the Company to all Outstanding Securities or comply with its obligations under Section 314(a)(1) of the Trust Indenture Act, shall for the first 90 calendar days after the occurrence of such an Event of Default specified in consist exclusively of the right (the “Extension Right”) to receive additional interest on the Securities at an annual rate equal to 0.50% of the principal amount of the Securities (the “Additional Interest”). If the Company so elects, the Additional Interest shall be payable on all Outstanding Securities on the date on which the Event of Default relating to a failure to comply with the requirements of Section 801(d314(a)(1) of the Trust Indenture Act first occurs to but not including the 90th day thereafter (or (e) such earlier date on which the Event of Default relating to the reporting obligations shall have occurred been cured or waived) and shall be continuingpayable on each relevant Interest Payment Date to Holders of record on the relevant Regular Record Date immediately preceding that Interest Payment Date. If such Event of Default has not been cured or waived prior to such 91st calendar day, either then the Trustee or the Holders of not less than 3325% in principal amount of all the Outstanding Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of and accrued and unpaid interest on all such Securities and interest accrued thereon to be due and payable immediately. As a consequence If the Company elects to pay the Additional Interest as the sole remedy for the failure by the Company to comply with the requirements of each such declaration (herein referred to as a declaration Section 314(a)(1) of acceleration) with respect to Securities of any seriesthe Trust Indenture Act, the Company shall notify in writing the Holders, the Paying Agent and the Trustee of such election at any time on or before the close of business on the first Business Day following the date on which such Event of Default first occurs. If the Company fails to give timely notice or pay the Additional Interest, then the Trustee or the Holders of not less than 25% in principal amount (or portion thereof in of the case outstanding Securities may declare the principal of Discount Securities) of and accrued and unpaid interest on all such Securities and interest accrued thereon shall become to be due and payable immediately. At If any Additional Interest is payable under this Section 502, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that the Additional Interest is not payable. If the Additional Interest has been paid by the Company directly to the persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Notwithstanding the foregoing paragraph, if an Event of Default occurs under any series of the Company’s debt securities (other than the Securities ) issued subsequent to the Issue Date resulting from the Company’s failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act, and such Event of Default is not subject to extension on terms similar to those set forth in the foregoing paragraph and results in the principal amount of such debt securities becoming due and payable, then the Extension Right shall no longer apply and the Securities shall be subject to acceleration as provided in the first paragraph of this Section 502. This Section 502, however, is subject to the conditions that if, at any time after such a declaration the principal of acceleration with respect to the Securities of any series shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due shall have been obtained by the Trustee or entered as hereinafter in this Article provided, the Event Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Securities and the principal of any and all Securities that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the Securities during the period of such Default), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all Events of Default under this Indenture with respect to such Securities, other than the nonpayment of principal of and accrued and unpaid interest on such Securities or failure to deliver amounts due upon conversion that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 513, then and in every such case the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default giving rise with respect to the Securities and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of acceleration shall, without further act, Default arising therefrom shall be deemed to have been waivedcured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, and such declaration and its consequences shall, without further act, be deemed or shall impair any right consequent thereon. No rescission or annulment referred to have been rescinded and annulled, ifabove shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediatelyimmediately by a written notice to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediatelyimmediately by a written notice to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or such portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or premium, if any, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and premium, if payment of any thereof be in default, and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal amount (or, if any of the Securities are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities and premium, if payment of any thereof be in default, and interest accrued thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities Securities, premium, if any, and interest accrued thereon shall become due and payable immediatelyimmediately [(provided that the payment of principal of such Securities shall remain subordinated to the extent provided in Article Fifteen hereof)].* ---------- * Bracketed language will be inserted in the Indenture under which subordinated Securities will be issued. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then and in every such case the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such that series may then declare the principal amount (or, if any of the Securities of such that series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all the Securities of such that series and interest accrued thereon to be due and payable immediately. If , by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to a WSFS Trust, if, upon an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuingDefault, either the Trustee or the Holders of not less than 3325% in principal amount of all Securities then the Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may that series fail to declare the principal of all the Securities and interest accrued thereon of that series to be immediately due and payable immediately. As payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Preferred Securities then outstanding shall have such right by a consequence of each notice in writing to the Company and the Trustee; and upon any such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or specified portion thereof in the case of Discount Securitiesthereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities and interest accrued thereon shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable immediatelyas herein provided. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of that series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallconsequences, without further act, except a default in the payment of the principal or interest. A default in the payment of principal or interest may be deemed to have been rescinded and annulled, annulled by the Holders of a majority in principal amount of the Outstanding Securities if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to Senior Notes (other than an Event of Default specified in clause (6) or (7) of Section 501) occurs and is continuing, the Trustee by notice in writing to the default in payment of principal ofIssuer, or interest on, any series the Holders of Securities or due at least 25% in aggregate principal amount of the Outstanding Senior Notes by notice in writing to the default Issuer and the Trustee, may declare the unpaid principal of and accrued interest to the date of acceleration on all the Outstanding Senior Notes to be due and payable immediately and, upon any such declaration, the Outstanding Senior Notes shall become and be immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 501 occurs, all unpaid principal (without premium) of and accrued interest on the performance Outstanding Senior Notes shall IPSO FACTO become and be immediately due and payable without any declaration or breach other act on the part of the Trustee or any Holder of any other covenant or warranty Senior Note. If a Company Event of the Company applicable to the Securities of such series but not applicable to all Outstanding Securities shall have occurred and be continuingDefault occurs, either the Trustee or the Holders of not less than 33at least 25% in aggregate principal amount of the Outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Holders of at least 25% in aggregate amount of Notes) may declare all unpaid principal of and accrued interest and Additional Amounts on the Outstanding Senior Notes to be immediately due and payable by the Company, and the Company shall be deemed to have assumed all such obligations as direct obligations of the Company. Upon payment of all such principal and interest, all of the obligations of the Issuer under the Senior Notes and the Company under the Guaranty and (upon payment of the Senior Notes) this Indenture shall terminate, EXCEPT obligations under Section 607, 1014, 1201 (in respect of the Issuer's surviving obligations) and 1203. The Holders representing at least a majority in principal amount of the Securities Outstanding Senior Notes by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of such series may then declare Default or Company Events of Default, other than the principal amount (or, if any of the Securities of such series are Discount Securities, such portion nonpayment of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of Senior Notes that has become due solely by such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration, have been cured or waived, (ii) with respect to Securities of any series, the principal amount (or portion thereof in extent the case of Discount Securities) payment of such Securities interest is lawful, interest on overdue installments of interest and interest accrued thereon shall overdue principal that has become due and payable immediately. At any time after such a declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment of the money due shall have been obtained otherwise than by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waivedpaid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and such declaration (iv) all payments due to the Trustee and its consequences shall, without further act, be deemed to any predecessor Trustee under Section 607 have been rescinded and annulled, ifmade.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, then either the Trustee or (a) in the case of an Event of Default described under subparagraph (1) or (2) of Section 501 above, the Holders of not less than at least 33% in aggregate principal amount of the Outstanding Securities of such series that series, or (b) in the case of any other Event of Default, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, may then declare the principal amount (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) thereof), and any interest accrued thereon, of all of the Securities of such that series and interest accrued thereon to be due and payable immediately. If an Event of Default due , by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not the Holders of the Securities of upon any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the such principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such Securities and interest accrued thereon shall become immediately due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and made, but before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or if all Events of Default giving rise with respect to Securities of that series have been cured or waived (other than the non-payment of principal of the Securities which has become due solely by reason of such declaration of acceleration shallacceleration), without further act, be deemed to have been waivedthen, and in every such case, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series may, by written notice to the Company and the Trustee, rescind and annul such declaration and its consequences shallon behalf of all of the Holders, without further actbut no such rescission or annulment shall affect any subsequent default or impair any right consequent thereon. For all purposes under this Indenture, be deemed if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to have the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, ifthe principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant or warranty than an Event of the Company applicable Default referred to the Securities of in Section 6.1(d)or (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 33at least 25% in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Issuers and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif all Events of Default with respect to the Securities of that Series, without further actother than the non-payment of the principal and interest, be deemed to if any, of the Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable to the for which there are Securities of such series but not applicable to all Outstanding Securities shall have occurred occurs and be is continuing, either then, and in every such case, the Trustee or the Holders of not less than 3325% in principal amount of the Outstanding Securities of such series may then declare the principal amount (or, if any of all the Securities of such series (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of that series) of all Securities of such series and interest accrued thereon to be immediately due and payable immediately. If an Event of Default due payable, by a notice in writing to default in the performance of any other of the covenants or agreements herein applicable Company (and to all Outstanding Securities or an Event of Default specified in Section 801(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one classif given by Holders), and not upon any such declaration the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be same shall become immediately due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable immediatelypayable. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the Outstanding Securities of such series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallif (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue instalments of interest on all Securities of such series, without further act(b) the principal of and premium, be deemed if any, on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor by the terms of the Securities of such series, (c) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest at the rate or rates prescribed therefor by the terms of the Securities of such series, and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Security Registrar, any Paying Agent, and their agents and counsel and all other amounts due the Trustee under Section 8.07 and (ii) all other Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been rescinded and annulledcured or waived as provided in Section 7.13. In the case of Securities of a series issued to an FCN Capital Trust, ifor the trustee of such trust, the holders of a majority in aggregate liquidation amount (as determined in the Declaration under which such FCN Capital Trust is formed) of the related series of Trust Securities issued by such FCN Capital Trust shall also have the 38

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due with respect to the default in payment of principal of, or interest on, any series of Securities or due to the default in the performance or breach of any Series at the time outstanding occurs and is continuing (other covenant than an Event of Default referred to in Section 6.1(d) or warranty of the Company applicable to the Securities of (e)), then in every such series but not applicable to all Outstanding Securities shall have occurred and be continuing, either case the Trustee or the Holders of not less than 33% a majority in principal amount of the outstanding Securities of such series that Series may then declare the principal amount (or, if any of the Securities of such series that Series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of such series and interest accrued thereon that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(d6.1(d) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration) with respect to Securities of any seriesoccur, the principal amount (or portion thereof in the case of Discount Securitiesspecified amount) of such and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and interest accrued thereon shall become be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series shall have Series has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, the Event or Events Holders of Default giving rise a majority in principal amount of the outstanding Securities of that Series, by written notice to such declaration of acceleration shallthe Company and the Trustee, without further act, be deemed to have been waived, may rescind and annul such declaration and its consequences shallconsequences, without further actincluding any related payment default that resulted from such acceleration, be deemed if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been rescinded and annulled, ifcured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default due (other than an Event of Default specified in SECTION 6.01(7) or 6.01(8)) with respect to the default in payment Securities of principal of, or interest on, any series of Securities or due to at the default in the performance or breach of any other covenant or warranty of the Company applicable to the Securities of such series but not applicable to all time Outstanding Securities shall have occurred occurs and be is continuing, either then in every such case the Trustee or the Holders of not less than 33% a majority in principal amount of the Outstanding Securities of such that series may then declare the principal amount of all the Securities of that series (or, if any of the Securities of such that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in by the terms thereof as contemplated by Section 301thereof) of all Securities of such series and interest accrued thereon to be due and payable immediately, by a notice in writing to the Companies (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default due to default in the performance of any other of the covenants or agreements herein applicable to all Outstanding Securities or an Event of Default specified in Section 801(dSECTION 6.01(7) or (e) shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration (herein referred to as a declaration of acceleration6.01(8) with respect to Securities of any seriesseries at the time Outstanding occurs, the principal amount of all the Securities of that series (or portion thereof in the case or, if any Securities of that series are Original Issue Discount Securities) , such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and interest accrued thereon shall without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable immediatelypayable. Upon such Securities becoming immediately due and payable, by declaration or otherwise, pursuant to any of the foregoing provisions of this SECTION 6.02, the Trustee shall immediately file with the applicable Mortgage Trustee or Mortgage Trustees a written demand for the acceleration of the payment of principal of all First Mortgage Bonds relating to such series of outstanding Securities pursuant to the applicable provisions of the supplemental indenture to the applicable First Mortgage or First Mortgages relating to such First Mortgage Bonds. At any time after such a declaration of acceleration with respect to Securities of any series shall have has been made and before a judgment or decree for payment of the money due shall have has been obtained by the Trustee as hereinafter in this Article provided, and prior to the receipt by the Trustee from the applicable Mortgage Trustee of an irrevocable, valid and unconditional notice to the Trustee of the acceleration of the payment of principal, by declaration or otherwise, of all of the First Mortgage Bonds relating to such series of Securities, the related Event or Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall(including, without further actif given, the written demand for the acceleration of the payment of principal of all such First Mortgage Bonds) will be deemed to have been rescinded automatically waived, resulting in an automatic rescission and annulled, annulment of the acceleration of the Securities if