Common use of Collection of Debt by Trustee; Trustee May Prove Debt Clause in Contracts

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable and such Default shall have continued for a period of 30 days or (b) in case Default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity of the Securities of such series or upon any redemption or by declaration or otherwise, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, for principal, or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect and enforce any such rights, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such series, wherever situated the monies adjudged or decreed to be payable. In the case of any judicial proceeding relating to the Issuer or any other obligor upon the Securities of such series, or the property or creditors of the Issuer or any such obligor, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act of 1939 in order to have claims of the Holders and the Trustee allowed in any such proceeding. In addition, unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding or a Person providing similar functions in comparable proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its gross negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of gross negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of gross negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable and such Default shall have continued for a period of 30 days or (b) in case Default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity of the Securities of such series or upon any redemption or by declaration or otherwise, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 __________ or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, for principal, or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect and enforce any such rights, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such series, wherever situated the monies adjudged or decreed to be payable. In the case of any judicial proceeding relating to the Issuer or any other obligor upon the Securities of such series, or the property or creditors of the Issuer or any such obligor, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act of 1939 in order to have claims of the Holders and the Trustee allowed in any such proceeding. In addition, unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding or a Person providing similar functions in comparable proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, payable whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor; (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings. The Trustee may, on behalf of the Holders, be a member of a creditors’ or other similar committee.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer [Each of] the Company and the Guarantor[s] covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer Company or the Guarantor[s], as the case may be, will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until In case the Company or the Guarantor[s] shall fail forthwith to pay such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of amounts upon such series be overdue. If an Event of Default occurs and is continuingdemand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company, the Guarantor[s] or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company, the Guarantor[s] or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer Company or [the] [any] Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property, [the] [any] Guarantor or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Company, [the] [any] Guarantor or other obligor upon the Securities of any series, or to the creditors or property or creditors of the Issuer Company, [the] [any] Guarantor or any such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company, [the] [any] Guarantor or other obligor upon the Securities of any series, or to the creditors or property of the Company, [the] [any] Guarantor or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (b) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant toSection 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 60 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer Company will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until In case the Company shall fail forthwith to pay such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of amounts upon such series be overdue. If an Event of Default occurs and is continuingdemand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer Company or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property, or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Company, or other obligor upon the Securities of any series, or to the creditors or property or creditors of the Issuer Company, or any such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for compensation in accordance with Section 6.06 to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company, or other obligor upon the Securities of any series, or to the creditors or property of the Company, or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover compensation in accordance with Section 6.06 to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise--then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of its negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons appertaining to such Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise-then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer Company will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until In case the Company shall fail forthwith to pay such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of amounts upon such series be overdue. If an Event of Default occurs and is continuingdemand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer Company or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property, or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Company, or other obligor upon the Securities of any series, or to the creditors or property or creditors of the Issuer Company, or any such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company, or other obligor upon the Securities of any series, or to the creditors or property of the Company, or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise-then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (1) This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable and such Default shall have continued for a period of 30 days or (b) in case Default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity of the Securities of such series or upon any redemption or by declaration or otherwise, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, for principal, or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect and enforce any such rights, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such series, wherever situated the monies adjudged or decreed to be payable. In the case of any judicial proceeding relating to the Issuer or any other obligor upon the Securities of such series, or the property or creditors of the Issuer or any such obligor, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act of 1939 in order to have claims of the Holders and the Trustee allowed in any such proceeding. In addition, unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding or a Person providing similar functions in comparable proceedings. The Trustee shall be authorized to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf, and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such series, may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining to such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements, advances and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such series or Coupons appertaining thereto in respect of which action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to such Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities or Coupons appertaining to such Securities, parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer Company and the Guarantor covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 60 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer Company or the Guarantor, as the case may be, will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until In case the Company or the Guarantor shall fail forthwith to pay such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of amounts upon such series be overdue. If an Event of Default occurs and is continuingdemand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company, the Guarantor or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company, the Guarantor or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer Company or the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property, the Guarantor or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Company, the Guarantor or other obligor upon the Securities of any series, or to the creditors or property or creditors of the Issuer Company, the Guarantor or any such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company, the Guarantor or other obligor upon the Securities of any series, or to the creditors or property of the Company, the Guarantor or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise, other than a Default that is the result of an optional redemption by the Holders of Securities of any seriesthen, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor, (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings, and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case Default default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable payable, and such Default default shall have continued for a period of 30 days or (b) in case Default default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, and such default shall have continued for a period of five days, whether upon the Stated Maturity maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then, other than a Default that is the result of an optional redemption by the Holders of Securities of any series, the amount of which is not in excess of $50,000,000 or the equivalent thereof in any currency or composite currency, unless such Default shall have continued for a period of 60 days after giving a notice with respect thereto under Section 5.1(c), then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series, and such Coupons, if any, series for principal, principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, In case the Issuer may shall fail forthwith to pay the principal of and interest on the Securities of any series to the Holders, whether or not the principal of and interest on Securities of such series be overdue. If an Event of Default occurs and is continuingamounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity to protect and enforce its rights and for the rights collection of the Holders by such appropriate judicial proceeding as the Trustee may deem most effectual to protect sums so due and enforce any such rightsunpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor upon the such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor upon the Securities of such seriesSecurities, wherever situated situated, the monies moneys adjudged or decreed to be payable. In the case of any judicial proceeding relating there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of such seriesthe United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or the property in case a receiver, assignee or creditors trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to take any and all actions authorized under the Trust Indenture Act of 1939 file such other papers or documents as may be necessary or advisable in order to have the claims of the Holders and Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such proceeding. In addition, other obligor; (ii) unless prohibited by applicable law and regulations, the Trustee shall be entitled and empowered to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceeding proceedings or a Person providing person performing similar functions in comparable proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.