Common use of Collection of Indebtedness and Suits for Enforcement by Trustee Clause in Contracts

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 10.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Bonds with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Bonds for principal and interest with interest upon the overdue principal premium, if any, and interest, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 11.07. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Bonds and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction property of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other applicable bankruptcyobligor upon such Bonds, insolvency or other similar wherever situated. The Trustee shall, to the extent permitted by law, be entitled to xxx and recover judgment as aforesaid either before, during or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed after the pendency of any proceedings for or taken possession the enforcement of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertylien of this Indenture, or and in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property a sale of the Issuer Mortgaged Property or any part thereof and the Sole Shareholderapplication of the proceeds of sale as aforesaid, the Trustee, regardless in its own name and as trustee of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3an express trust, shall be entitled to enforce payment of, and empoweredto receive, all amounts then remaining due and unpaid upon the Bonds then Outstanding for principal, premium, if any, and interest, if any, for the benefit of the Holders thereof, and shall be entitled to recover judgment for any portion of the same remaining unpaid, with interest as aforesaid. No recovery of any such judgment by intervention in the Trustee and no levy of any execution upon any such Proceedings judgment upon any of the Mortgaged Property or otherwise:any other property of the Company shall affect or impair the lien of this Indenture upon the Mortgaged Property or any part thereof or any rights, powers or remedies of the Trustee hereunder, or any rights, powers or remedies of the Holders of the Bonds.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, then the Issuer Company will, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an any Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement . The Trustee shall not be required to take notice or be deemed to have notice of any covenant Event of Default other than pursuant to paragraphs (a), (b) or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions (c) of Section 5.8501 of this Indenture, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case unless a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Responsible Officer of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to be specifically notified in writing of such default by the provisions Company, or by the Holders of this Section 5.3, shall be entitled and empowered, by intervention a majority in such Proceedings or otherwise:aggregate principal amount of Outstanding Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if a default Default shall occur in respect of the payment of any principal of or interest when due and payable on any Class A Note, the payment of principal on any Class A Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class B Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class B Note (but only after interest and principal with respect to the Class A Notes and interest with respect to the Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class C Note (but only after interest with respect to the Class A Notes and Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full) or the payment of principal on any Class C Note (but only after interest and principal with respect to the Class A Notes and the Class B Notes and interest with respect to the Class C Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer willand Co-Issuer shall, upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest or other payment with interest upon on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and the Co-Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash amounts adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings (x) as directed by a Majority of the Trustee shall deem Controlling Class or (y) in the absence of direction by a Majority of the Controlling Class, as deemed most effectual (if no such direction is received by the Trustee; provided, that (a) such direction must not conflict with any rule of law or as with any express provision of this Indenture, (b) the Trustee may be directed take any other action deemed proper by the Majority NoteholdersTrustee that is not inconsistent with such direction, (c) the Trustee has been provided with security or indemnity reasonably satisfactory to protect it, and enforce (d) notwithstanding the foregoing, any such rightsdirection to the Trustee to undertake a sale of Assets may be given only in accordance with the preceding paragraph, whether in connection with any sale and liquidation of all or a portion of the Assets, the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to In the provisions of Section 5.8, in case where (x) there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer under the Bankruptcy Law Code, any bankruptcy, insolvency, reorganization or similar law enacted under the laws of the Cayman Islands, or any other applicable bankruptcy, insolvency or other similar law, or in case (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder Co-Issuer, or their respective property or such other obligor or its property, or in case of (z) there shall be any other comparable Proceedings relative to the Issuer or the Sole ShareholderCo-Issuer, or the creditors or property of the Issuer or the Sole Shareholder, the TrusteeCo-Issuer, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteNotes, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, the whole amount, if any, then due and payable on such Note Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Series 2008-A Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Series 2008-A Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Series 2008-A Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Series 2008-A Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of the Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Series 2008-A Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Class A Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Class A Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Class A Notes and shall upon written direction of a Majority of the Majority Noteholders, Controlling Class (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Controlling Class is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Class A Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderClass A Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Class A Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) in case default shall occur be made in respect of the payment of any instalment of interest on any Security of any series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (2) in case default shall be made in the payment of the principal of (and premium, if any, on) any Security of any series on its Maturity or interest when due and payable on any Noteotherwise, the Issuer willthen, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities of such series, the whole amountamount that then shall have become due and payable on all such Securities for principal (and premium, if any) or interest, if any, then due and payable on such Note for principal and interest or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue instalments of interest at the rate borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the costs Trustee, its agents, attorneys and counsel, and all other expenses of collectionand liabilities incurred, including the reasonable compensationand all advances made, expenses, disbursements and advances of by the Trustee and except as a result of its agents and counselnegligence or bad faith. If In case the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceedings to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or the Sole Shareholder any other obligor upon such Securities of such series and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities of such series wherever situated the moneys adjudged or decreed to be payable. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default specified in respect of the payment of any principal of Section 5.01(a) or interest when due and payable on any Note5.01(b) occurs, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of the Securities of such Note, series and the whole amountcoupons, if any, appertaining thereto, the whole amount then due and payable on such Note Securities and coupons for principal (and interest premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, if any, at the rate or rates borne by such Securities (or, in the case of Securities of such series that are Original Issue Discount Securities, the Yield to Maturity in respect thereof); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and coupons and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities and coupons, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Securities of such series and the coupons, if any, appertaining thereto by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur in an Event of Default occurs under Section 501(1), (2), (3) or (4) with respect of to any Junior Subordinated Notes the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteJunior Subordinated Notes, the whole amount, if any, amount then due and payable on such Note Junior Subordinated Notes for principal (and premium, if any) and interest with (including Additional Interest, if any) and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (including Additional Interest, if any), at the rate or rates prescribed therefor in such Junior Subordinated Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Junior Subordinated Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Junior Subordinated Notes, wherever situated. If an Event of Default has occurred with respect to Junior Subordinated Notes of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Junior Subordinated Notes of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if an Event of Default specified in Section 5.01(i), 5.01(ii) or 5.01(iii) (to the extent relating to a default payment required by Section 10.10 or Section 10.15) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for the Notes, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of the Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of the Majority NoteholdersHolders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such 54 46 appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the remedy. SECTION 504. Trustee by this Indenture or by lawMay File Proofs of Claim. Subject always to the provisions In case of Section 5.8, in case there shall be pending Proceedings any judicial proceeding relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other applicable bankruptcyobligor upon the Securities, 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 Issuer or the Sole Shareholder their property or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholdercreditors, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings proceeding or otherwise:, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder 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 Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 505.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:33

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer Company covenants that if a (1) in case it shall default shall occur in respect of the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (2) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities of a series when the same shall have become due and payable on any Notepayable, whether upon maturity of the Issuer willSecurities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Notethe Securities of that series, the whole amount, if any, amount that then shall have been become due and payable on all such Note Securities for principal (and interest premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of amount payable to the Trustee and its agents and counselunder Section 7.06. (b) If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or other obligor upon the Sole Shareholder Securities of that series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or other obligor upon the Securities of that series, wherever situated. If (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default has occurred and is continuinghereunder, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties vested in it by this Indenture by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there Nothing contained herein shall be pending Proceedings relative deemed to authorize the Issuer Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the Sole Shareholder under rights of any holder thereof or to authorize the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Trustee to vote in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case claim of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of Securityholder in any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:proceeding. SECTION 6.03

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 10.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Securities with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest with interest upon the overdue principal premium, if any, and interest, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 11.07. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction property of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other applicable bankruptcyobligor upon such Securities, insolvency or other similar wherever situated. The Trustee shall, to the extent permitted by law, be entitled to sue and recover judgment as aforesaid either before, during or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed after the pendency of any proceedings for or taken possession the enforcement of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertyLien of this Indenture, or and in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property a sale of the Issuer Mortgaged Property or any part thereof and the Sole Shareholderapplication of the proceeds of sale as aforesaid, the Trustee, regardless in its own name and as trustee of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3an express trust, shall be entitled to enforce payment of, and empoweredto receive, all amounts then remaining due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, if any, for the benefit of the Holders thereof, and shall be entitled to recover judgment for any portion of the same remaining unpaid, with interest as aforesaid. No recovery of any such judgment by intervention in the Trustee and no levy of any execution upon any such Proceedings judgment upon any of the Mortgaged Property or otherwise:any other property of the Company shall affect or impair the Lien of this Indenture upon the Mortgaged Property or any part thereof or any rights, powers or remedies of the Trustee hereunder, or any rights, powers or remedies of the Holders of the Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the applicable Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the Insurer and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, any amounts due to the Insurer and any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the TrusteeTrustee for the benefit of the Noteholders, in its own name the Insurer and the Swap Counterparty and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of (A) the Majority NoteholdersInsurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Holders of greater than 50% of the Aggregate Principal Amount of the Notes, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account) or if the Trustee is acting at the direction of the Insurer, from the Insurer in which case an unsecured indemnity from the Insurer shall be sufficient. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of (A) the Majority NoteholdersInsurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Holders of greater than 50% of the Aggregate Principal Amount of the Notes, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders and the Insurer hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor, fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Note Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof), or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof (whether or not such payment is prohibited by the provisions of Article XIV hereof), then the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counselcounsel and other amounts due to the Trustee pursuant to Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture, the Notes or any Note Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer and each Guarantor covenants that if a (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer willand each Guarantor shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates established as contemplated by Section 301 therefor, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counselcounsel and any other amounts due to the Trustee under Section 607. If the Issuer fails and the Guarantors fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Guarantors or any other obligor upon such Securities or the Guarantees, as the case may be, and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or the Guarantors or any other obligor upon such Securities or the Guarantees, as the case may be, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersSupermajority of the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other obligor upon the Secured Notes under any applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that that, if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of have occurred and be continuing, then the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Subsidiary Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Subsidiary Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect Subject to the provisions of this Indenture relating to the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand duties of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If case an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Majority NoteholdersHolders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, proceed liability or expense. Except to protect enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount at maturity of the outstanding Notes have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt thereof and enforce its rights the offer of security or indemnity and (v) the Holders of a majority in principal amount at maturity of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount at maturity of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of the Secured Parties by such appropriate Proceedings as any other Holder or that would involve the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:personal liability.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer Company covenants that if a (1) in case it shall default shall occur in respect of the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities of a series when the same shall have become due and payable on any Notepayable, whether upon maturity of the Issuer willSecurities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Notethe Securities of that series, the whole amount, if any, amount that then shall have been become due and payable on all such Note Securities for principal (and interest premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of amount payable to the Trustee and its agents and counselunder Section 7.06. (b) If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or other obligor upon the Sole Shareholder Securities of that series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or other obligor upon the Securities of that series, wherever situated. If (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default has occurred and is continuinghereunder, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties vested in it by this Indenture by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there Nothing contained herein shall be pending Proceedings relative deemed to authorize the Issuer Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the Sole Shareholder under rights of any holder thereof or to authorize the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Trustee to vote in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case claim of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of Securityholder in any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:proceeding. SECTION 6.03

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default an Event of Default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due specified in clause (1) or (2) of Section 6.1 occurs and payable on any Noteis continuing, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any), interest and Additional Interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest and Additional Interest, if any, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default specified in respect of the payment of any principal of Section 501(1) or interest when due 501(2) hereof occurs and payable on any Noteis continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, Trustee for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal (and premium, if any) and interest, and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture, the Guarantees and the Security Documents by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8remedy, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or including but without limitation, seeking recourse against any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of, premium, if any, on any NoteNote at the Stated Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal and interest premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any other obligor on the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor on the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement subject however to Section 5.12. No recovery of any covenant or agreement in this Indenture or in aid of the exercise of such judgment upon any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal principal, which shall accrue at a rate equal to the Federal Funds (Effective Rate) plus 2%, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Sale and Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, then the Issuer Company will, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an any Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for . Except as may otherwise be provided in a supplemental indenture or Board Resolution in or pursuant to which the specific enforcement of any covenant or agreement in this Indenture or in aid terms of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official related Securities shall have been appointed for or taken possession established pursuant to Section 301 of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertythis Indenture, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall not be required to take notice or be deemed to have made notice of any demand default or Event of Default other than pursuant to the provisions paragraphs (a), (b) or (c) of Section 501 of this Section 5.3Indenture, unless a Responsible Officer of the Trustee shall be entitled specifically notified in writing at the Corporate Trust Office of such default by the Company, or by the Holders of a majority in aggregate principal amount of Outstanding Securities, and empowered, by intervention in such Proceedings notice references the Securities or otherwise:this Indenture.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if the Notes of a default shall occur in respect Series are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Notes of the Series for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for such Series and each Class within that Series in the respective Series Supplement, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 9.3 shall not exceed the aggregate proceeds from the sale of the relevant Series Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes of the affected Series to the Trustee for the benefit of the registered Holders to be applied as provided in the Series Supplements, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders of the affected Series and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Series Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Series Collateral for such Series wherever situated. In the event a Proceeding shall involve the liquidation of Series Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the appropriate Collection Accounts). If an Event of Default has occurred occurs and is continuingcontinuing with respect to a Series, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Series Majority NoteholdersHolders, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Series Noteholders hereunder and under the applicable Series Supplement and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture Agreement or the applicable Series Supplement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and premium, if a default shall occur in respect any, on any of the payment Securities of any principal of or interest such series when and as the same shall become due and payable on payable, whether at maturity, or by call for redemption (otherwise than pursuant to a sinking fund) by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any Notesinking fund payment as to a series of Securities, the Issuer willthen, upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holder Holders of Securities of such Note, series then Outstanding the whole amountamount which then shall have become due and payable on any such Security, with interest on the overdue principal and premium, if any, then due and payable (so far as the same may be legally enforceable) on such Note for principal and interest with interest upon the overdue principal andinstallments of interest at the rate borne by the Securities of such series, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of all amounts owing the Trustee and its agents and counselany predecessor trustee hereunder under Section 6.7. If In case the Issuer fails Company shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or any other obligor upon the Sole Shareholder Securities of such series, and collect the Cash moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law out law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7, shall be for the ratable benefit of the CollateralHolders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. If an Event a Default, of Default which a Responsible Officer of the Trustee has occurred actual knowledge, with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Indenture, or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction but is not obligated under this paragraph to, at the expense of the Majority Noteholders, Company institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur If an Event of Default specified in respect of the payment of any principal of Section 5.01(1) or interest when due (2) occurs and payable on any Noteis continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer will, upon demand of the Trustee, pay to the Trustee, and Guarantors for the benefit of the Holder of such Note, the whole amount, if any, amount then due and payable on such Note Notes for principal (and premium, if any) and interest, and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuer, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer, any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture and the Note Guarantees by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8remedy, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or including seeking recourse against any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretiondiscretion but is not obligated under this paragraph to, and shall upon written direction of the Majority Noteholders, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a in case default shall occur be made in respect of the payment of any installment of interest upon any Senior Note as and when the same shall become due and payable, and such default shall have continued for a period of thirty (30) days, or in case default shall be made in the payment of the principal of or interest premium, if any, on any Senior Note as and when the same shall have become due and payable on payable, whether at Maturity of the Senior Notes or in connection with any Noteredemption or repurchase, the Issuer willby or under this Indenture or otherwise, then, upon demand of the Trustee, it will pay to the Trustee, for the benefit of the Holder holders of such NoteSenior Notes, the whole amount, if any, amount that then shall have become due and payable on such Note Senior Notes for principal principal, premium, if any, and interest interest, if any, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by such Senior Notes and, in addition thereto, such further amount as shall be sufficient to cover the properly incurred costs and expenses of collection, including compensation to the reasonable compensationTrustee, expensesits agents, disbursements attorneys and advances of counsel, and all other amounts due the Trustee and its agents and counselunder Section 607. If Until such demand by the Trustee, the Issuer fails may pay the principal of, and premium, if any, and interest on, such Senior Notes to the Holders, whether or not such Senior Notes are overdue. In case the Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer or the Sole Shareholder any other obligor on such Senior Notes and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or any other obligor on such Senior Notes wherever situated the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then monies adjudged or decreed to be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:payable.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if a default Default shall occur in respect of the payment of any principal of or interest when due and payable on any Class A Note, the payment of principal on any Class A Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class B Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full) or the payment of principal on any Class B Note (but only after interest and principal with respect to the Class A Notes and interest with respect to the Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer willand Co-Issuer shall, upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest or other payment with interest upon on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and the Co-Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash amounts adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings (x) as directed by a Majority of the Trustee shall deem Controlling Class or (y) in the absence of direction by a Majority of the Controlling Class, as deemed most effectual (if no such direction is received by the Trustee; provided, that (a) such direction must not conflict with any rule of law or as with any express provision of this Indenture, (b) the Trustee may be directed take any other action deemed proper by the Majority NoteholdersTrustee that is not inconsistent with such direction, (c) the Trustee has been provided with security or indemnity reasonably satisfactory to protect it, and enforce (d) notwithstanding the foregoing, any such rightsdirection to the Trustee to undertake a sale of Assets may be given only in accordance with the preceding paragraph, whether in connection with any sale and liquidation of all or a portion of the Assets, the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to In the provisions of Section 5.8, in case where (x) there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer under the Bankruptcy Law Code, any bankruptcy, insolvency, reorganization or similar law enacted under the laws of the Cayman Islands, or any other applicable bankruptcy, insolvency or other similar law, or in case (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder Co-Issuer, or their respective property or such other obligor or its property, or in case of (z) there shall be any other comparable Proceedings relative to the Issuer or the Sole ShareholderCo-Issuer, or the creditors or property of the Issuer or the Sole Shareholder, the TrusteeCo-Issuer, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Transferor covenants that if a default an Event of Default shall occur in respect and be continuing and any of the payment of any principal of or interest when Certificates have been declared due and payable on any Noteand such declaration has not been rescinded and annulled, the Issuer Transferor will, upon demand of the TrusteeTrustee and at the direction of MBIA, or if an MBIA Default or Termination has occurred at the direction of the Controlling Holders, pay to the Trustee, for the benefit of the Holder Holders of such Notethe Certificates and MBIA, the whole amount, if any, amount then due and payable on such Note the Certificates for principal and interest interest, with interest upon the overdue principal at the rate borne by the Certificates and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its MBIA, their respective agents and counsel. If the Issuer Transferor fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trusttrust shall, at the direction of MBIA, and if an MBIA Default or Termination has occurred the Trustee may, and shall upon shall, at the direction of the Majority NoteholdersControlling Holders, institute a Proceeding Proceedings for the collection of the sums so due and unpaid, may and prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Transferor and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Transferor, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee shall, at the direction of MBIA, and if an MBIA Default or Termination has occurred the Trustee may in its discretiondiscretion proceed, and shall upon written at the direction of the Majority NoteholdersControlling Holders proceed, proceed to protect and enforce its rights and the rights of the Secured Parties MBIA by such appropriate Proceedings as the Trustee Trustee, at the direction of MBIA, or if an MBIA Default or Termination has occurred, at its discretion shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if an Event of Default specified in Section 5.01(a), 5.01(b) or 5.01(c) (to the extent relating to a default payment required by Section 10.10) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of Securities of any series tendered for payment pursuant to such Noteprovisions of this Indenture, the whole amount, if any, amount then due and payable on Securities of that series tendered for payment pursuant to such Note provisions of this Indenture for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by such Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default an Event of Default shall occur in respect and be continuing and any of the payment of any principal of or interest when Notes have been declared due and payable on any Noteand such declaration has not been rescinded and annulled, the Issuer will, upon demand of the TrusteeIndenture Trustee and at the direction of the Majority Noteholders, pay to the Indenture Trustee, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and overdue interest at the rate provided herein and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Indenture Trustee, its agents and counsel. If the Issuer fails to pay such amounts amount forthwith upon such demand, the Indenture Trustee, in its own name and as trustee Indenture Trustee of an express trust, trust may, and shall upon shall, at the direction of the Majority Noteholders, institute a Proceeding Proceedings for the collection of the sums so due and unpaid, may and prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer, wherever situated. If an Event of Default has occurred occurs and is continuing, the Indenture Trustee may in its discretionshall, and shall upon written at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings as the Trustee Indenture Trustee, at the direction of the Majority Noteholders, shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteDebt, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteDebt, the whole amount, if any, then due and payable on such Note Debt for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Debt and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Debt under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderDebt, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Debt shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay Subject to the Trustee, for the benefit of the Holder of such Note, the whole amountfollowing sentence, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Note Insurer and the Noteholders by such appropriate Proceedings as any proceedings the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Trustee by this Indenture on behalf of the Note Insurer or the Noteholders or by law. Subject always the Note Insurer or any Noteholder against the Issuer shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the liens, in case there assignments, rights and security interests under this Agreement and the other Transaction Documents and no attachment, execution or other suit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Issuer, other than the Trust Estate relative to the Issuer Notes in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Agreement, by private power of sale or otherwise, no judgment for any deficiency upon the Sole Shareholder under indebtedness represented by the Bankruptcy Law Notes may be sought or obtained by the Trustee or any other applicable bankruptcyNoteholder against the Issuer. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 8.10 including reasonable compensation, insolvency or other similar lawexpenses, 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 disbursements and advances of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due its agents and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:counsel.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium or interest when due (or Liquidated Damages, if any) specified in clause (i) or (ii) of Section 6.1 hereof occurs and payable on any Noteis continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any), and interest with (and Liquidated Damages, if any), and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any), and on any overdue interest (and Liquidated Damages, if any), at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and its agents and counselcounsel and all other amounts due the Trustee under Section 7.7. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a if: (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:25

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Sections 5.01(a) or 5.01(b) shall occur in have occurred and be continuing with respect of to the payment Securities of any principal of or interest when due and payable on any Noteseries, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities of such series, the whole amount, if any, amount then due and payable on such Note Securities of such series for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by 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 the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities of such series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities of such series , wherever situated. If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Securities of any series, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that Issuers covenant that, with respect to a series of Securities, if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due specified in Section 6.1(1) or (2) occurs and payable on any Noteis continuing with respect to such series of Securities, the Issuer willIssuers shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such Noteseries of Securities, the whole amount, if any, amount then due and payable on such Note series of Securities for principal principal, premium (if any) and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate borne by such series of Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders of such series of Securities, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuers or the Sole Shareholder any other obligor upon such series of Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuers or any other obligor upon such series of Securities, wherever situated. If an Event of Default has occurred occurs and is continuingcontinuing with respect to a series of Securities, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of such series of Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor, fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Note Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (i) in case default shall occur be made in respect of the payment of any principal installment of or interest (including Contingent Interest and Liquidated Damages, if any) on any Security, as and when the same shall become due and payable on payable, and such default shall have continued for a period of 30 days, or (ii) in case default shall be made in the payment of the Accreted Principal Amount of any Note, Security or any accrued Contingent Accretion when the Issuer willsame becomes due in accordance with the terms thereof then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount that then shall have become due and payable on all such Note Securities for principal (including accrued Contingent Accretion, if any) or interest (including Contingent Interest and interest Liquidated Damages, if any), or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate, or overdue rate, if any, borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment negligence or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralwillful misconduct. If an Event of Default has occurred with respect to Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Notes and shall upon written direction of a Majority of the Majority Noteholders, Noteholders (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Noteholders is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due specified in clause (1) or (2) of Section 6.1 occurs and payable on any Noteis continuing, the Issuer willIssuers shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any), interest and Additional Interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest and Additional Interest, if any, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuers or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuers or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of any NoteSecurity at the Stated Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Company and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, subject however to Section 7.12. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and the Swap Counterparty and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of the Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of the Majority NoteholdersHolders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur occurs in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer Applicable Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest is legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and (subject to its rights hereunder, including Section 6.1(c)(iv)) shall upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem deems most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be If Proceedings are pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have has been appointed for or taken possession of the Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall is then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have has made any demand pursuant to the provisions of this Section 5.3, shall will be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Issuers covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteSecured Notes, the Issuer Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, the whole amount, if any, then due and payable on such Note Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer Issuers fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to either of the Issuer Issuers or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole ShareholderCo-Issuer or such other obligor, the Trustee, regardless of whether the principal of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company and the Guarantor each covenants that if a default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, in the case of technical or administrative difficulties only if such a default persists for a period of five days, the Issuer Company or the Guarantor will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances advances, of the Trustee and Trustee, its agents and counsel. If the Issuer Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, the Guarantor or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to the Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, reasonably necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Each of the Company and the Guarantor covenants that if (a) in the case of a default shall occur in respect payment of principal of any Security, at the Stated Maturity thereof, or (b) in the case of a default in the payment of any principal of or interest on any Security, when such interest becomes due and payable on any Notepayable, and in the Issuer case of either (a) or (b) such default continues for such period as may be prescribed in this Indenture or in the Deed Poll constituting the applicable CULS, each of the Company and the Guarantor will, upon written demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest with interest upon the overdue principal (including Defaulted Interest, if any) and, in addition thereto, such further amount as shall be sufficient to cover the unpaid costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counselTrustee. If the Issuer fails Company and the Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, remaining unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or Guarantor or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or the Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholderseffectual, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in the Deed Poll constituting the applicable CULS, or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if the Notes of a default shall occur in respect Series are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, and any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Agreement, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and the Swap Counterparty and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersHolders, institute a Proceeding for the collection of the sums so due and unpaidsuits in equity, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by actions at law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar lawlegal, judicial or in case a receiveradministrative proceedings (each, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:a

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Series 2017-A Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Series 2017-A Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be 91 sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Series 2017-A Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Series 2017-A Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of the Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Series 2017-A Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if a default shall occur is made in respect of the payment of (i) any principal of or interest Interest on any Bond when such Interest becomes due and payable and such Default continues for five Business Days, or (ii) default is made in the payment of the then unpaid Principal of any Bond on any Notethe Final Maturity Date therefor, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteHolders, the whole amount, if any, amount then due and payable on such Note Bonds for principal Principal and interest Interest, with interest Interest upon the overdue principal Principal and, to the extent payment at such rate of Interest shall 30 <PAGE> be legally enforceable, upon overdue installments of Interest, at the respective Interest Rate of the Bonds or the applicable Tranche of the Bonds and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counselcounsel and other amounts due and owning to the Trustee pursuant to Section 6.07. If (b) In case the Issuer fails shall fail forthwith to pay such the amounts forthwith specified in clause (a) above upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder other obligor upon such Bonds and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or other obligor upon such Bonds, wherever situated, the money adjudged or decreed to be payable. (c) If an Event of Default has occurred occurs and is continuing, the Trustee may may, as more particularly provided in Section 5.04, in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Bondholders, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always law including foreclosing or otherwise enforcing the Lien on the Series A Storm-Recovery Property securing the Bonds or applying to the provisions Commission or a court of Section 5.8, in competent jurisdiction for sequestration of revenues arising from such Series A Storm-Recovery Property. (d) In case there shall be pending Proceedings pending, relative to the Issuer or any other obligor upon the Sole Shareholder Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the Bankruptcy Law 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its propertyPerson, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Sole ShareholderBonds, or to the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless irrespective of whether the principal Principal of any Note Bonds shall then be due and payable as therein expressed or by declaration or otherwise and regardless irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.35.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise:: (i) to file and prove a claim for the whole amount of Principal and Interest owing and unpaid in respect of the Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the 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 Bondholders allowed in such Proceedings; 31 <PAGE> (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Bonds in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any money or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Bondholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Bondholders, 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. (e) Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Bonds, may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings, 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 shall, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, be for the ratable benefit of the Holders of the Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings to which the Trustee shall be a party involving the interpretation of this Indenture), the Trustee shall be held to represent all the Holders of the Bonds, and it shall not be necessary to make any Bondholder a party to any such Proceedings. Section 5.04

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Notes have been declared due and payable pursuant to, and in accordance with, Section 5.2(a), and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Notes and shall upon written direction of a Majority of the Majority Noteholders, Noteholders (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Noteholders is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (i) in case it shall default shall occur in respect of the payment of any installment of interest on any of the Securities of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 90 days, or (ii) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities of a series when the same shall have become due and payable on any Notepayable, whether upon maturity of the Issuer willSecurities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Notethe Securities of that series, the whole amount, if any, amount that then shall have been become due and payable on all such Note Securities for principal (and interest premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of amount payable to the Trustee and its agents and counselunder Section 7.06. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or other obligor upon the Sole Shareholder Securities of that series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law or equity out of the Collateralproperty of the Company or other obligor upon the Securities of that series, wherever situated. If In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default has occurred and is continuinghereunder, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties vested in it by this Indenture by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there Nothing contained herein shall be pending Proceedings relative deemed to authorize the Issuer Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the Sole Shareholder under rights of any holder thereof or to authorize the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Trustee to vote in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case claim of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of Securityholder in any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:proceeding.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and -47- may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion but is not obligated under this paragraph to (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred 69 -61- and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal principal, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. Interest upon overdue principal shall accrue at a rate equal to the Federal Funds (Effective Rate) plus 2%; provided that in no event shall the amount of interest so accrued exceed the aggregate Interest Collections received by the Issuer during the relevant accrual period. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default Default shall occur in respect of the payment of any principal of or interest when or other amounts owing on any Note to the extent then due and payable on any Notepursuant to the terms hereof and the Priority of Payments or the Priority of Acceleration Payments, as applicable, the Issuer Issuers will, upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of subject to the Majority NoteholdersIntercreditor Agreement, institute a Proceeding for the collection of the sums so due and unpaid, may and may, and shall, upon the direction by a Majority of the Controlling Class, prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuers or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralCollateral or other property of the Issuers. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of but subject to the Majority NoteholdersIntercreditor Agreement, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction by a Majority of the Controlling Class is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any other Financing Document or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture Indenture, by any other Financing Document or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Notes under the Bankruptcy Law Code or any other applicable 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 Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or such other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.35.2, shall be entitled and empowered, by intervention in such Proceedings or otherwise, to take any and all actions authorized under the Trust Indenture Act. In particular, the Trustee shall be authorized:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur is made in respect of the payment of any the principal of any Security at the Maturity thereof or any interest on any Security when such interest becomes due and payable and such default continues for a period of five Business Days after receipt of notice for any interest payment or such other amount due on or prior to the Conversion Date, and within 30 days of the date due for any Noteinterest payment or such other amount due after the earlier of the Conversion Date and June 30, 2017, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal and on any overdue interest, at the rate borne by the Securities, together with any Additional Amounts thereon, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and all amounts due the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Note Indenture or the Guarantee or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of interest on any Security or Coupon, if any, when such interest when becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such Note, the whole amountSecurities or Coupons, if any, the whole amount then due and payable on such Note Securities for principal (and premium, if any) and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities or Coupons, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:SECTION 6.04

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay Subject to the Trustee, for the benefit of the Holder of such Note, the whole amountfollowing sentence, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Note Insurer and the Noteholders by such appropriate Proceedings as any proceedings the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Trustee by this Indenture on behalf of the Note Insurer or the Noteholders or by law. Subject always the Note Insurer or any Noteholder against the Issuer shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the Liens, in case there assignments, rights and security interests under this Agreement and the other Transaction Documents and no attachment, execution or other suit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Issuer, other than the Trust Estate relative to the Issuer Notes in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Agreement, by private power of sale or otherwise, no judgment for any deficiency upon the Sole Shareholder under indebtedness represented by the Bankruptcy Law Notes may be sought or obtained by the Trustee or any other applicable bankruptcyNoteholder against the Issuer. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 8.10 including reasonable compensation, insolvency or other similar lawexpenses, 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 disbursements and advances of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due its agents and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:counsel.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect an Event of the payment of any principal of or interest when due and payable on any NoteDefault occurs, the Issuer will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount of Money then due and payable on such Note Securities for principal (and premium, if any) and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If In the event that the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums Money so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Depositor covenants that if a default shall occur Default is made in respect of the payment of any principal of or interest when due and payable on any NoteBond of any Series, the Issuer Depositor will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteBond of such Series, but only from the Trust Estate securing the Bonds of such Series, the whole amount, if any, amount then due and payable on such Note Bond for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the Bond Interest Rate for such Bond, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Depositor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Depositor or any other obligor upon the Sole Shareholder Bonds and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collaterallaw. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Bondholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always Any proceedings brought by the Trustee on behalf of the Bondholders or any Bondholder against the Depositor shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the liens, in case there assignments, rights and security interests under the Indenture and no attachment, execution or other unit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Depositor, other than the Trust Estate relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Bonds in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or which such other obligor or its property, or in case Event of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Default has

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default in respect of the payment of any principal principal, premium, interest or Liquidated Damages specified in clause (a) or (b) of or interest when due Section 6.1 occurs and payable on any Noteis continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such Notethe Securities, the whole amount, if any, amount then due and payable on the Securities for principal, premium (if any), interest and Liquidated Damages (if any), and, to the extent that payment of such Note for principal interest shall be legally enforceable, interest on any overdue principal, premium (if any), interest and Liquidated Damages (if any) at the rate of interest with interest upon borne by the overdue principal Securities, computed semi-annually, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and its agents and counselcounsel and all other amounts due the Trustee under Section 7.7. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Securities or the Sole Shareholder Guarantees and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Guarantor or any other obligor upon the Securities or the Guarantees, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and premium, if a default shall occur in respect any, on any of the payment Securities of any principal of or interest such series when and as the same shall become due and payable on any Notepayable, the Issuer willwhether at maturity, or by call for redemption by declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holder Holders of Securities of such Note, series then Outstanding the whole amountamount which then shall have become due and payable on any such Security, with interest on the overdue principal and premium, if any, then due and payable (so far as the same may be legally enforceable) on such Note for principal and interest with interest upon the overdue principal andinstallments of interest at the rate borne by the Securities of such series, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of all amounts owing the Trustee and its agents and counselany predecessor trustee hereunder under Section 6.7. If In case the Issuer fails Company shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or any other obligor upon the Sole Shareholder Securities of such series, and collect the Cash moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law out law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7, shall be for the ratable benefit of the CollateralHolders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. If an Event a Default, of Default which a Responsible Officer of the Trustee has occurred actual knowledge, with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Indenture, or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due (and payable on any NoteLiquidated Damages, if any) specified in Section 6.1(1) or (2) occurs and is continuing, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any) and interest with (and Liquidated Damages, if any), and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (and Liquidated Damages, if any), at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default Default shall occur in respect of the payment of any principal of or interest when due and payable on any Noteprincipal, interest, the Issuer Commitment Fee or the Break Funding Cost, the Issuer, will, upon demand of the TrusteeTrustee or any affected Holder of such Security, pay to the Trustee, for the benefit of the Holder of such NoteSecurity, the whole amount, if any, then due and payable for the principal amount of and interest on such Note for principal Security and interest any Additional Costs, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest and any Additional Costs, at the applicable Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of a Majority of the Majority NoteholdersNotes, institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Securities and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out law, subject, in each case, to the terms and conditions of the CollateralPledge Agreement. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of a Majority of the Majority NoteholdersNotes, proceed to protect and enforce its rights and the rights of the Secured Parties Securityholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) Trustee or as the Trustee may be directed by a Majority of the Majority NoteholdersNotes), to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other obligor upon the Securities under any applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecurities, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Securities shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a the Issuer shall default shall occur in respect payment or prepayment of all or any part of the payment principal of any principal of Debt Security or any prepayment charge or interest (which default, in the case of interest only, shall have continued for a period of 30 days or more) on the Debt Securities when and as the same shall become due and payable on any Notepayable, whether at Stated Maturity, by acceleration, by notice of redemption or otherwise, the Issuer will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteHolders, the whole amount, if any, amount then due and payable on such Note Debt Securities for principal (and interest premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest, at the rate prescribed therefor in the Debt Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceedings to judgment or final decree, and may enforce the same against the Issuer Issuer, such Guarantor or any other obligor upon the Sole Shareholder Debt Securities and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer, such Guarantor or any other obligor upon the Debt Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due or Liquidated Damages, if any, specified in clauses (a) or (b) of Section 5.1 occurs and payable on any Noteis continuing, the Issuer willIssuers shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium and Liquidated Damages (if any) and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium and Liquidated Damages, if any) and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and its agents and counselcounsel and all other amounts due the Trustee under Section 6.7. If the Issuer fails Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuers or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuers or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a that, if: default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or default is made in the payment of the principal of any NoteSecurity at Stated Maturity and such default continues for a period of 10 days, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium, if any, and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon on any overdue principal, premium, if any, and on any overdue interest, at the overdue principal rate or rates prescribed therefor in such Securities, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities wherever situated. If an Event of Default has occurred with respect to the Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if an Event of Default specified in Section 5.01(a), 5.01(b) or 5.01(c) (to the extent relating to a default payment required by Section 10.10 or 10.15) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of Notes tendered for payment pursuant to such Noteprovisions of this Indenture, the whole amount, if any, amount then due and payable on Notes tendered for payment pursuant to such Note provisions of this Indenture for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur in an Event of Default occurs under Section 501(1), (2) or (3) with respect of the payment of to any principal of or interest when due and payable on any NoteJunior Subordinated Notes, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteJunior Subordinated Notes, the whole amount, if any, amount then due and payable on such Note Junior Subordinated Notes for principal (and premium, if any) and interest with (including Additional Interest, if any) and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (including Additional Interest, if any), at the rate or rates prescribed therefor in such Junior Subordinated Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Junior Subordinated Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Junior Subordinated Notes, wherever situated. If an Event of Default has occurred with respect to Junior Subordinated Notes of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Junior Subordinated Notes of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if a default Default shall occur in respect of the payment of any principal of or interest when due and payable on any Class A Note, the payment of principal on any Class A Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class B Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full) or the payment of principal on any Class B Note (but only after interest and principal with respect to the Class A Notes and interest with respect to the Class B Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer willand Co-Issuer shall, upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest or other payment with interest upon on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and the Co-Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings (x) as directed by a Majority of the Trustee shall deem Controlling Class or (y) in the absence of direction by a Majority of the Controlling Class, as deemed most effectual (if no such direction is received by the Trustee; provided, that (a) such direction must not conflict with any rule of law or as with any express provision of this Indenture, (b) the Trustee may be directed take any other action deemed proper by the Majority NoteholdersTrustee that is not inconsistent with such direction, (c) the Trustee has been provided with security or indemnity reasonably satisfactory to protect it, and enforce (d) notwithstanding the foregoing, any such rightsdirection to the Trustee to undertake a sale of Collateral may be given only in accordance with the preceding paragraph, whether in connection with any sale and liquidation of all or a portion of the Collateral, the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to In the provisions of Section 5.8, in case where (x) there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer under the Bankruptcy Law Code, any bankruptcy, insolvency, reorganization or similar law enacted under the laws of the Cayman Islands, or any other applicable bankruptcy, insolvency or other similar law, or in case (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder Co-Issuer, or their respective property or such other obligor or its property, or in case of (z) there shall be any other comparable Proceedings relative to the Issuer or the Sole ShareholderCo-Issuer, or the creditors or property of the Issuer or the Sole Shareholder, the TrusteeCo-Issuer, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration declaration, or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, the Trustee shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur in an Event of Default occurs under Section 501(1), (2), (3) or (4) with respect of to any Junior Subordinated Notes the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteJunior Subordinated Notes, the whole amount, if any, amount then due and payable on such Note Junior Subordinated Notes for principal (and premium, if any) and interest with (including Additional Interest, if any) and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (including Additional Interest, if any), at the rate or rates prescribed therefor in such Junior Subordinated Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company and/or the Guarantor or the Sole Shareholder any other obligor upon such Junior Subordinated Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Junior Subordinated Notes, wherever situated. If an Event of Default has occurred with respect to Junior Subordinated Notes of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Junior Subordinated Notes of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal principal, which shall accrue at a rate equal to the Federal Funds (Effective) Rate plus 2%, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority NoteholdersHolders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Member, acting on behalf of the Issuer with respect to its rights under the Equity Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority NoteholdersHolders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersHolders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section Sections 2.7(g), 5.4(d) and 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Member under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder Member or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole ShareholderMember, or the creditors or property of the Issuer or the Sole ShareholderMember, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect upon the acceleration of the payment maturity of any principal of or interest when due and payable on any Notethe Notes pursuant to Section 5.02, the Issuer will, upon demand of the Trustee, immediately pay to the Trustee, Trustee for the benefit of the Holder of such Note, each Note the whole amount, if any, amount then due and payable on such Note for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest pursuant to Section 2.07(a), in the order set forth in Section 5.06 herein and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collaterallaw. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or under Title 11 of the Sole Shareholder under the Bankruptcy Law 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole ShareholderIssuer, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.35.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Supermajority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersSupermajority of the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants and the Guarantor (if the Securities are Guaranteed Securities) covenants, in each case, that if a (1) default shall occur is made in respect of the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining thereto when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of or interest when due and payable any premium on any NoteSecurity at its Maturity, the Issuer willor the Guarantor (if the Securities are Guaranteed Securities), as the case may be, shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities and any Coupons appertaining thereto, the whole amount, if any, amount of money then due and payable on with respect to such Note for principal Securities and interest any Coupons appertaining thereto, with interest upon the overdue principal principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counselcounsel and all other amounts due to the Trustee under Section 606. If the Issuer or the Guarantor (if the Securities are Guaranteed Securities) fails to pay such amounts the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon such demandthe demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums money so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Guarantor (if the Securities axe Guaranteed Securities) or any other obligor upon such Securities and any Coupons appertaining thereto and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or the Guarantor (if the Securities are Guaranteed Securities) or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series and any Coupons appertaining thereto by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy remedy. Section 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings other judicial proceeding relative to the Issuer or Issuer, the Sole Shareholder under Guarantor (if the Bankruptcy Law Securities are Guaranteed Securities) or any other applicable bankruptcy, insolvency obligor upon the Securities 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 the property of the Issuer or Issuer, the Sole Shareholder or their respective property Guarantor (if the Securities are Guaranteed Securities) or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholdertheir creditors, the Trustee, regardless Trustee (irrespective of whether the principal of any Note the Securities shall then Zen be due and payable as therein expressed or by declaration or otherwise and regardless irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Issuer or the Guarantor (if the Securities are Guaranteed Securities) for the payment of this Section 5.3any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such Proceedings proceeding or otherwise:, (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and (2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 606. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or any Coupon in any such proceeding. Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons. All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security or Coupon in respect of which such judgment has been recovered. Section 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of the Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 606; SECOND: To the payment of the amounts then due and unpaid upon the Securities and any Coupons for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and Coupons for principal and any premium, interest and Additional Amounts, respectively; THIRD: The balance, if any, to the Person or Persons entitled thereto. Section 507.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest Special Interest on any Note when such Special Interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of any Note on any Notethe Maturity Date (or Fundamental Change Repurchase Date, as the case may be), the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal (including the Fundamental Change Repurchase Price, if applicable) and Special Interest and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (including the Fundamental Change Repurchase Price, if applicable) and on any overdue Special Interest, at the Special Interest rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Notes by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. In any proceedings brought by the Trustee by (and in any proceedings involving the interpretation of any provision of this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether which the Trustee shall have made any demand pursuant to be a party), the provisions of this Section 5.3, Trustee shall be entitled held to represent all the Holders of the Notes, and empowered, by intervention in it shall not be necessary to make any Holders of the Notes parties to any such Proceedings or otherwise:proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteSecured Notes, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, the whole amount, if any, then due and payable on such Note Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the applicable Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and the Swap Counterparty and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of the Majority NoteholdersConsent Parties, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of the Majority NoteholdersConsent Parties, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur occurs in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the TrusteeTrustee or the Holder of any affected Secured Note, the Applicable Issuers shall pay to the Trustee, for the benefit of the Holder of such the Secured Note, the whole amount, if any, amount then due and payable on such the Secured Note for principal and interest with interest upon on the overdue principal and, in addition thereto, such further amount as to the extent that payments of the interest shall be legally enforceable, on overdue installments of interest, at the Applicable Periodic Rate and, in addition, an amount sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements disbursements, and advances of the Trustee and its the Holders and their agents and counsel. If the Issuer fails Applicable Issuers fail to pay such those amounts forthwith upon such immediately on demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon at the direction of a Supermajority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaiddue, may prosecute such the Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor on the Sole Shareholder Notes and collect the Cash adjudged or decreed monies determined to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretionmay, and shall upon written direction of a Supermajority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Holders of the Secured Parties Notes by such any appropriate Proceedings as the Trustee shall deem is deemed most effectual effective (if no such direction is received by the Trustee) or as the Trustee may be directed by a Supermajority of the Majority NoteholdersControlling Class, to protect and enforce any such rightsthe rights of the Trustee and the Holders of the Secured Notes, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. The reasonable compensation, costs, expenses, disbursements and advances incurred or paid by the Trustee and its agents and counsel, in connection with such Proceeding, including, without limitation, the exercise of any remedies pursuant to Section 5.4, shall be reimbursed to the Trustee pursuant to Section 6.7. Subject always to the provisions of Section 5.85.4(d), in case there shall be if any Proceedings are pending Proceedings relative relating to the Issuer or the Sole Shareholder Co-Issuer or any other obligor on the Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency insolvency, or other similar law, or in case if a receiver, assignee assignee, or trustee in bankruptcy or reorganization, liquidator, sequestrator sequestrator, or similar official shall have has been appointed for or taken possession of the Issuer or Issuer, the Sole Shareholder Co-Issuer, or their respective property or such any other obligor on the Notes or its property, or in case of if any other comparable Proceedings relative are pending relating to the Issuer Issuer, the Co-Issuer, or other obligor on the Sole ShareholderNotes, or the creditors or property of the Issuer Issuer, the Co-Issuer, or other obligor on the Sole ShareholderNotes, the Trustee, regardless of whether the principal of any Note shall Notes is then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have has made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empoweredmay, by intervention in such the Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Co-Issuers covenant (or, in the case of Class E Notes, the Issuer covenants covenants) that if a default Default shall occur in respect of the payment of any principal of or interest when due and payable on or the Commitment Fee on any Class A Note or Class B Note, the Issuer willpayment of principal of or interest on any Class C Note, Class D Note or Class E Note (but with respect to interest, only after the Class A Notes, and the Class B Notes and, as applicable, the Class C Notes, the Class D Notes and the Class E Notes, and all interest accrued thereon have been paid in full and the Aggregate Undrawn Amount under the Class A-1 Notes has been reduced to zero), as applicable, the Co-Issuers (or, in the case of Class E Notes, the Issuer) will upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest and the Commitment Fee with interest upon the overdue principal and the Commitment Fee and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, may and may, and shall, upon the direction by a Majority of the Controlling Class, prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Co-Issuers or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction by a Majority of the Controlling Class is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Notes under the Bankruptcy Law Code or any other applicable 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 Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Series 2008-A Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Series 2008-A Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Series 2008-A Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Series 2008-A Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of the Collateral, the Trustee shall pay all 100 costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Series 2008-A Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable 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 Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of interest or Additional Amounts, if any, on any Security when such interest when becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities and coupons, the whole amount, if any, amount then due and payable on such Note Securities and coupons for principal and any premium and interest with and any Additional Amounts and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest and Additional Amounts, at the rate or rates or Yield to Maturity (in the case of Original Issue Discount Securities) prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, except as a result of its negligence, wilful misconduct or bad faith. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceedings to judgment or final decree, and may enforce the same against the Issuer Company, the Guarantor or the Sole Shareholder any other obligor upon such Securities and coupons and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Securities and coupons, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series and any related coupons by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to 34 43 protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the remedy. SECTION 504. Trustee by this Indenture or by lawMay File Proofs of Claim. Subject always to the provisions In case of Section 5.8, in case there shall be pending Proceedings any judicial proceeding relative to the Issuer Company or the Sole Shareholder under the Bankruptcy Law Guarantor (or any other applicable 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 obligor upon the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole ShareholderSecurities), or the creditors or property of the Issuer Company or the Sole Shareholderits creditors or of any Guarantor or its creditors, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings proceeding or otherwise:, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607, except as a result of the negligence, wilful misconduct or bad faith of the Trustee. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder 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 Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 505.